CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of August 26, 2005 (this “ Agreement ”), is made by and among MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation (“ Borrower ”), THE BANKS AND OTHER FINANCIAL INSTITUTIONS PARTIES HERETO, as Banks, JPMORGAN CHASE BANK, N.A., as L/C Issuer, UNION BANK OF CALIFORNIA, N.A. (“ UBOC ”), as Agent, THE ROYAL BANK OF SCOTLAND PLC (“ RBS ”), as Syndication Agent, and ABN AMRO BANK N.V., JPMORGAN CHASE BANK, N.A. and BNP PARIBAS, as Co-Documentation Agents.

WHEREAS, Borrower has requested that the Banks make loans to, and the L/C Issuer issue letters of credit for the account of, Borrower for the purposes described herein; and

WHEREAS, the Banks are willing to make loans to, and the L/C Issuer is willing to issue letters of credit for the account of, Borrower on the terms and subject to the conditions contained herein.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1.1    Defined Terms . For all purposes of this Agreement, capitalized terms used but not otherwise defined herein shall have the meanings set forth in Appendix A , which Appendix is hereby incorporated into this Agreement and made a part hereof as if set forth herein in full.

Section 1.2    Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding.”

Section 1.3    Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP. If any “Accounting Change” (as defined below) shall occur and such change results in a change in the calculation of financial covenants, standards or terms in this Agreement, Borrower and Agent shall enter into negotiations to amend the affected provisions of this Agreement with the desired result that the criteria for evaluating Borrower’s consolidated financial condition and results of operations shall be substantially the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by Borrower, Agent and the Majority Banks, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “ Accounting Change ” means a change in accounting principles required by the promulgation of any final rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or agencies with similar functions).

Section 1.4    No Presumption Against Any Party . Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Agent, the L/C Issuer, any Bank or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties and their counsel and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

Section 1.5    Use of Certain Terms . Unless the context of any Credit Document requires otherwise, as used in any Appendix or Schedule hereto or to any other Credit Document or in any Credit Document: the plural includes the singular, the singular includes the plural, the part includes the whole, “including” is not limiting and “or” has the inclusive meaning of the phrase “and/or.” The words “hereof,”“herein,”“hereby,”“hereunder” and other similar terms in this Agreement or in Appendix A refer to this Agreement and Appendix A as a whole and not exclusively to any particular provision of this Agreement or of Appendix A . The terms “knowledge of”, “awareness of” and “receipt of notice of” in relation to Borrower, and other similar expressions, mean knowledge of, awareness of, or receipt of notice by, a Responsible Officer of Borrower.

Section 1.6    Headings and References . Section and other headings are for reference only and shall not affect the interpretation or meaning of any provision of this Agreement. Unless otherwise provided, references to Articles, Sections, Schedules and Exhibits herein or in Appendix A shall be deemed references to Articles, Sections, Schedules and Exhibits of and to this Agreement. References to this Agreement or to any other Credit Document include this Agreement or such other Credit Document, as the case may be, as it may be modified, amended, restated or supplemented from time to time pursuant to the provisions hereof or thereof. A reference to a Person, herein or in any other Credit Document, includes the successors and assigns of such Person, but such successors and assigns shall have rights under this Agreement only to the extent permitted hereby.

Section 1.7    Independence of Provisions . All agreements and covenants hereunder and under the other Credit Documents shall be given independent effect such that if a particular action or condition is prohibited by the terms of any such agreement or covenant, the fact that such action or condition would be permitted within the limitations of another agreement or covenant shall not be construed as allowing such action to be taken or condition to exist.

Section 2.1    The Loans .

(a)    The Loan Commitments . Each Bank severally agrees on the terms and conditions set forth in this Agreement (including those of Article III) to make loans to Borrower on any Banking Day at the Applicable Lending Office for such Bank during the period from the date hereof until the Termination Date in an aggregate principal amount at any one time outstanding not to exceed (i) such Bank’s Commitment then in effect less (ii) the sum of (A) such Bank’s pro   rata share (based on the ratio of its Commitment to the Aggregate Commitments) of the L/C Outstandings and (B) such Bank’s pro   rata share (based on the ratio of its Commitment to the Aggregate Commitments) of the Bid Rate Loan Outstandings.

Each borrowing of Committed Loans shall be funded by the Banks ratably according to each Bank’s Commitment, and shall be in an aggregate amount of not less than One Million Dollars ($1,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof. Committed Loans may be borrowed, repaid or prepaid pursuant to Section 2.3, and reborrowed (including a reborrowing for the purpose of refunding an outstanding Loan in whole or in part) under this Section 2.1(a) . Notwithstanding the foregoing, no Committed Loan shall be made that would cause the sum of (1) the amount of such Committed Loan (together with the amounts of all other Committed Loans and all Bid Rate Loans to be made on the same Funding Date and the face amounts of all L/Cs to be issued on such Funding Date), (2) the L/C Outstandings, (3) the aggregate principal amount of outstanding Committed Loans, and (4) the Bid Rate Loan Outstandings to exceed the Aggregate Commitments, and Committed Loans must be repaid immediately in an amount sufficient to eliminate any excess.

(b)    Post-Closing Commitment Increase Option .

(i)    Notwithstanding anything in Section 8.3 to the contrary, this Agreement may be amended from time to time following the Closing Date, pursuant to subsection (ii) and/or subsection (iii) of this clause (b), to increase the Aggregate Commitments, at the option of Borrower, pursuant to one or more Accession and Amendment Agreements and/or Increasing Bank Agreements, as applicable, entered into by Borrower, Agent and each Bank or other financial institution that shall agree to provide an additional or increased Commitment, without the consent of any other Bank; provided , that (A) the aggregate principal amount of such additional or increased Commitments shall not exceed $200,000,000, (B) such option may be exercised no later than the date that occurs 30 days prior to the Termination Date, (C) the aggregate amount of any such increase of the Aggregate Commitments on any date shall not be less than Twenty-Five Million Dollars ($25,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, (D) no Default or Event of Default shall have occurred and be continuing at the time of such increase, (E) the representations and warranties contained in Article IV of this Agreement shall be true and correct in all material respects on and as of the date of such increase, both before and after giving effect to such increase, as though made on and as of such date (except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date), (F) on the date of such increase, Borrower shall pay to Agent for distribution to the then-existing Banks all interest (other than interest in respect of any Bid Rate Loans), Utilization Fees, Facility Fees and L/C Fees payable under Section 2.6(a)(iv) , in each case accrued to the date of such increase, together with any amounts payable to such Banks pursuant to Section 2.4(d) attributable to the reduction (prior to the Maturity Date of the applicable Interest Period) of any such Bank’s outstanding Eurodollar Rate Loans pursuant to subsection (v) below, calculated on the basis set forth in Section 2.4(d) as though Borrower has prepaid such Eurodollar Rate Loans on the date of such increase, (G) no Commitment of any Bank shall be increased without the consent of such Bank in its sole and absolute discretion, (H) Borrower shall have delivered to Agent such consents, authorizations, certificates, opinions and other documents as Agent may reasonably request in connection with such increase (including, without limitation, any new

Note or replacement Note requested by the applicable New Bank or Increasing Bank pursuant to Section 2.5(i)(iii) ) and (I) any New Bank shall be acceptable to the L/C Issuer based upon its then-existing credit criteria (such acceptance not to be unreasonably withheld or delayed, and shall be evidenced by the L/C Issuer’s execution of the applicable Accession and Amendment Agreement).

(ii)    In the event that the Aggregate Commitments shall be increased at any time following the Closing Date in accordance with subsection (i) above through a post-closing syndication to one or more additional financial institutions (other than an existing Bank) (“ New Banks ”), each New Bank shall execute and deliver to Agent an Accession and Amendment Agreement. Upon (A) the execution and delivery of an Accession and Amendment Agreement by a New Bank and the other parties thereto, (B) the payment by such New Bank of any amounts required to be paid by such New Bank pursuant to subsection (v) below and (C) the satisfaction of the other applicable conditions set forth in subsection (i) above, such New Bank shall automatically become a Bank hereunder with a Commitment equal to the amount set forth opposite its name on the signature pages of such Accession and Amendment Agreement.

(iii)    In the event that any Bank shall agree (in its sole and absolute discretion) to increase its Commitment (an “ Increasing Bank ”) at any time following the Closing Date in accordance with subsection (i) above, such Increasing Bank shall execute and deliver to Agent an Increasing Bank Agreement. Upon (A) the execution and delivery of an Increasing Bank Agreement by an Increasing Bank and the other parties thereto, (B) the payment by such Increasing Bank of any amounts required to be paid by such Increasing Bank pursuant to subsection (v) below and (C) the satisfaction of the other applicable conditions set forth in subsection (i) above, the Commitment of such Increasing Bank shall automatically increase to the amount set forth opposite its name on the signature pages of such Increasing Bank Agreement.

(iv)    Agent shall promptly notify the Banks and the L/C Issuer of each New Bank and Increasing Bank, each New Bank’s and Increasing Bank’s Commitment and the Percentage of each Bank after taking into account the Commitment of each New Bank and Increasing Bank.

(v)    On the effective date of each Accession and Amendment Agreement and Increasing Bank Agreement, each New Bank and Increasing Bank shall purchase by assignment from the other Banks (and such other Banks shall assign to the New Banks and Increasing Banks) such portion of the Loans (other than any outstanding Bid Rate Loans), if any, owing to them as shall be designated by Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans (other than Bid Rate Loans) owing to each Bank shall equal such Bank’s Percentage of the aggregate amount of Loans (other than Bid Rate Loans) owing to all Banks. In addition, on the effective date of each Accession and Amendment Agreement and Increasing Bank Agreement, each New Bank and Increasing Bank shall be deemed to have purchased by assignment from the other Banks (and such other Banks shall be deemed to have assigned to the New Banks and Increasing Banks) a portion of the undivided interests and participations (if any) then held by such other Banks in each outstanding L/C, each substitute letter of credit, each drawing made thereunder, the related Application Documents, all L/C Obligations (other than fees

under Section 2.6(a)(v) ) relating to such L/C and all Credit Documents securing, guaranteeing, supporting or otherwise benefiting the payment of such L/C Obligations, such that, after giving effect to all such deemed purchases and assignments, each Bank’s undivided interests and participations in the foregoing shall equal such Bank’s Percentage of the aggregate amount of such undivided interests and participations held by all of the Banks.

(c)    Notice of Borrowing . Each Committed Loan shall be made pursuant to a Notice of Borrowing (substantially in the form of Exhibit B-1 ) given by Borrower to Agent at the Agency Office not later than 12:00 Noon (local time in the city where the Agency Office is situated) on (i) the third Banking Day prior to the date of the proposed Committed Loan, in the case of any Eurodollar Committed Loan, or (ii) the Banking Day prior to the date of the proposed Committed Loan, in the case of any Base Rate Loan. Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile. Committed Loans may also be requested by telephonic request made no later than the time by which the Notice of Borrowing would otherwise be due pursuant to the preceding sentence, provided that a Notice of Borrowing confirming such telephonic request is received by Agent no later than 12:00 Noon (local time in the city where the Agency Office is situated) on the Banking Day prior to such Committed Loan. Each Notice of Borrowing or telephonic request for a Committed Loan shall specify (1) the date of such Committed Loan, (2) the amount of such Committed Loan, (3) whether such Committed Loan is to be a Base Rate Loan or a Eurodollar Committed Loan, and (4) if such Committed Loan is to be a Eurodollar Committed Loan, the Interest Period with respect thereto. Each Bank shall, before 12:00 Noon (local time in the city where the Agency Office is situated) on the date of such Committed Loan, make available to Agent at the Agency Office, in same day funds in Dollars for credit to the Applicable Agent’s Account, such Bank’s ratable portion of such Committed Loan and, unless Agent has been notified by a Bank pursuant to Section 2.1(f) that such Bank will not make available its ratable portion of such Committed Loan, Agent will make such funds available to Borrower at the Agency Office on the date of such Committed Loan.

(d)    Notice of Borrowing Irrevocable . Each Notice of Borrowing and telephonic request for a Committed Loan shall be irrevocable and binding on Borrower. Borrower shall indemnify each Bank against any loss, cost or expense incurred by such Bank as a result of any failure to fulfill, on or before the date specified in the Notice of Borrowing or telephonic request for a Committed Loan, the applicable conditions set forth in Article III , including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Committed Loans to be made by such Bank when the Committed Loans, as a result of such failure, are not made on such date.

(e)    Bid Rate Loan Procedures .

(i)    Subject to the terms and conditions set forth herein (including, without limitation, Section 2.1(k) ), from the date hereof until the Termination Date, Borrower may request Bids for loans denominated in Dollars and may (but shall not have any obligation to) accept Bids and borrow loans from one or more Banks pursuant to this Section 2.1(e) ; provided that (A) after giving effect to any requested Bid Rate Loan and to any other Bid Rate Loan and any Committed Loans or L/Cs requested to be made or issued on the same Funding Date as such Bid Rate Loan, the sum of the outstanding principal amount of all Committed Loans and Bid Rate Loans plus the L/C Outstandings shall not exceed

the Aggregate Commitments; and (B) Bid Requests may not be submitted more often than once in any period of five consecutive Banking Days. Each request for Bids shall be made pursuant to a Bid Request (substantially in the form of Exhibit B-4 ) given by Borrower to Agent at the Agency Office not later than 12:00 Noon (local time in the city where the Agency Office is situated) on (X) the fourth Banking Day prior to the date of the proposed Bid Rate Loan, in the case of any Eurodollar Bid Rate Loan, or (Y) the second Banking Day prior to the date of the proposed Bid Rate Loan, in the case of any Fixed Rate Loan. Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile, inviting the Banks to submit Bids. Each Bid Request shall specify (1) the date of such Bid Rate Loan, (2) the amount of such Bid Rate Loan (which shall not be less than One Million Dollars ($1,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof), (3) whether such Bid Rate Loan is to be a Eurodollar Bid Rate Loan or a Fixed Rate Loan, and (4) the Interest Period to be applicable to such Bid Rate Loan (and, if such Bid Rate Loan is a Fixed Rate Loan for an Interest Period in excess of three months, the intervals at which interest shall be payable with respect to the requested Fixed Rate Loan).

(ii)    Each Bank may (but shall not have any obligation to) make one or more Bids to Borrower in response to a Bid Request. Each Bid by a Bank must be in a form approved by Agent and must be received by Agent at the Agency Office, and by Borrower, not later than 9:30 a.m. (local time in the city where the Agency Office is situated) on (A) the third Banking Day prior to the date of the proposed Bid Rate Loan, in the case of any Eurodollar Bid Rate Loan, or (B) the Banking Day prior to the date of the proposed Bid Rate Loan, in the case of any Fixed Rate Loan. Bids that do not conform substantially to the form approved by Agent or that are not timely received by Agent and Borrower shall be rejected by Agent, and Agent shall notify the applicable Bank as promptly as practicable. Borrower shall notify Agent, promptly after 9:30 a.m. (local time in the city where the Agency Office is located) of the Banks from which Bids have been received by Borrower by such time. Each Bid shall specify (X) the principal amount of the Bid Rate Loan or Bid Rate Loans that the submitting Bank is willing to make, (Y) the Bid Rate or Bid Rates at which such Bank is prepared to make such Bid Rate Loan or Bid Rate Loans (expressed as a percentage rate per   annum in the form of a decimal to no more than four decimal places) and (Z) the Interest Period applicable to each such Bid Rate Loan and the last day thereof.

(iii)    If Agent shall elect to submit a Bid in its capacity as a Bank, it shall submit such Bid directly to Borrower at least one quarter of an hour earlier than the time by which the other Banks are required to submit their Bids to Agent pursuant to subsection (ii) of this clause (e).

(iv)    Subject only to the provisions of this subsection (iv), Borrower may, in its sole and absolute discretion, accept or reject any Bid. Borrower shall notify Agent whether and to what extent it has decided to accept or reject each Bid at the Agency Office not later than 11:00 a.m. (local time in the city where the Agency Office is situated) on (A) the third Banking Day prior to the date of the proposed Bid Rate Loan, in the case of any Eurodollar Bid Rate Loan, or (B) the Banking Day prior to the date of the proposed Bid Rate Loan, in the case of any Fixed Rate Loan; provided that (W) the failure of Borrower to give such notice shall be deemed to be a rejection of each Bid, (X) Borrower shall not accept a Bid made at a particular Bid Rate if Borrower rejects a Bid made at a lower Bid Rate, (Y) the aggregate amount of the Bids accepted by Borrower shall not exceed the aggregate amount of the requested Bid Rate Loans specified in the related Bid Request, and (Z) to the extent necessary to comply with clause (Y) above, Borrower may accept Bids at

the same Bid Rate in part, which acceptance, in the case of multiple Bids at such Bid Rate, shall be made pro   rata in accordance with the amount of each such Bid, rounded to the nearest $1,000,000. A notice given by Borrower pursuant to this subsection (iv) shall be irrevocable.

(v)    Agent shall promptly notify each bidding Bank by telecopy whether or not its Bid has been accepted (and, if so, the amount and Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Bid Rate Loan in respect of which its Bid has been accepted. Borrower shall indemnify each Bank that becomes so bound to make a Bid Rate Loan against any loss, cost or expense incurred by such Bank as a result of any failure to fulfill, on or before the date specified in the relevant Bid Request, the applicable conditions set forth in Article III , including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Bid Rate Loan to be made by such Bank when the affected Bid Rate Loan, as a result of such failure, is not made on such date.

(f)    Agent’s Reliance on Bank Loans . Unless Agent shall have received notice from a Bank prior to the time of any Loan that such Bank will not make available to Agent the amount of such Bank’s ratable portion of such Loan (or, in the case of a Bid Rate Loan, that such Bank will not make available to Agent the amount of such Bank’s Bid Rate Loan), Agent may assume that such Bank has made such amount available to Agent on the date of such Loan in accordance with this Section 2.1 , and Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such amount available to Agent, such Bank and Borrower severally agree to repay to Agent forthwith on demand such corresponding amount advanced to Borrower, together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent, at (i) in the case of Borrower, the interest rate applicable at the time to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay such amount to Agent, such repayment shall constitute such Bank’s ratable portion of the affected Committed Loan, or such Bank’s Bid Rate Loan, as the case may be, for purposes of this Agreement.

(g)    Failure to Make Loan . The failure of any Bank to make a Loan to be made by it shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Loan, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Loan.

(h)    Notice of Interest Rate and Interest Period . Agent shall give prompt notice to Borrower and the Banks of the applicable interest rate for each Loan determined by Agent pursuant to Section 2.4 as soon as reasonably practicable after such rate is determined by Agent and in no event later than two (2) Banking Days prior to the making of such Loan in the case of any Eurodollar Rate Loan. Such notice shall also provide the Interest Period for any Eurodollar Rate Loan or Fixed Rate Loan.

(i)    Conversion Options . Subject to the provisions of Sections 2.1(k) and 2.4(d) , Borrower may elect from time to time to convert any amount of Eurodollar Committed Loans to Base Rate Loans by delivering a Request for Conversion of or to a Eurodollar Committed Loan (substantially in the form of Exhibit B-3 ) to Agent prior to 12:00 Noon, New York City time, at least one (1) Banking Day prior to the requested date of conversion. Subject to the provisions of Section 2.1(k) , Borrower may elect from time to time to convert any amount of Base Rate Loans to Eurodollar Committed Loans by delivering a Request for Conversion of or to a Eurodollar Committed Loan to Agent prior to 12:00 Noon, New York City time, at least three (3) Banking Days prior to the requested date of conversion. Any such Request for Conversion of or to a Eurodollar Committed Loan with respect to a conversion to Eurodollar Committed Loans shall be irrevocable and shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such Request for Conversion of or to a Eurodollar Committed Loan, Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Committed Loans and Base Rate Loans may be converted as provided herein, provided that no Base Rate Loan may be converted into a Eurodollar Committed Loan when any Event of Default has occurred and is continuing and the Majority Banks have determined that such a conversion is not appropriate.

(j)    Continuation Options . Subject to the provisions of Section 2.1(k) , all or a portion of any maturing Eurodollar Tranche may be continued as Eurodollar Committed Loans upon the expiration of the then current Interest Period with respect thereto by Borrower delivering a Request for Continuation of a Eurodollar Committed Loan (substantially in the form of Exhibit B-2 ) to Agent, prior to 12:00 Noon (New York City time) on the third Banking Day prior to the last day of the then current Interest Period, specifying the length of the next Interest Period to be applicable to such Eurodollar Committed Loans, provided that (i) no portion of a Eurodollar Tranche may be continued as Eurodollar Committed Loans when any Event of Default has occurred and is continuing and the Majority Banks have determined that such a continuation is not appropriate and (ii) if Borrower shall fail to give such notice or if such continuation is not permitted, such Eurodollar Tranche shall be automatically converted to a Base Rate Loan on the last day of such then expiring Interest Period.

(k)    Eurodollar Tranches . All borrowings, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, each Eurodollar Tranche shall be in an amount equal to One Million Dollars ($1,000,000) or a whole multiple of One Million Dollars ($1,000,000) in excess thereof and there shall be, in the aggregate, no more than ten (10) Eurodollar Tranches outstanding at any one time.

Section 2.2    Letters of Credit .

(a)    Amount and Expiration .

(i) Subject to the terms and conditions of this Agreement, from the Closing Date to the date which is thirty (30) days before the Termination Date, Borrower may request that the L/C Issuer, in its individual capacity, issue one or more L/Cs for the account of Borrower; provided , however , that no L/C shall be issued if, after giving effect to the issuance of such L/C and of any other L/Cs requested to be issued on the same Funding Date and to the making of any Committed Loans or Bid Rate Loans requested to be made

on the same Funding Date, (A) the aggregate amount of all L/C Outstandings plus the aggregate amount of all Committed Loans and Bid Rate Loans then outstanding would exceed the Aggregate Commitments at such time or (B) the aggregate amount of all L/C Outstandings would exceed the L/C Sublimit. Subject to the foregoing, Borrower may request the

issuance of L/Cs under this subsection (i), repay any drawings thereunder and request the issuance of additional L/Cs under this subsection (i). For all purposes of this Agreement, reference to the “issue” or “issuance” of any L/C or any L/C being “issued” shall include the amendment, supplement or modification of any L/C, including, without limitation, any increase in the amount thereof, or any extension or renewal thereof.

(ii) Each L/C shall expire by its terms not later than the L/C Expiration Date. Any L/C may by its terms be automatically renewable for a period not to exceed 365 days; provided , that any such L/C shall also expressly provide that its final expiry date shall in any event occur not later than the Termination Date, and such L/C shall not be extended beyond such date. No L/C may be denominated or drawable other than in Dollars.

(iii) On and after the Closing Date, the L/Cs set forth on Schedule III shall be deemed to have been issued by the L/C Issuer under this Agreement.

(b)    Notice and Issuance .

(i) Borrower shall give notice to the L/C Issuer and Agent of a request for issuance of any L/C (a “ L/C Issuance Request ”) not less than five (5) Banking Days prior to the proposed issuance date (which prescribed time period may be waived at the option of the L/C Issuer in the exercise of its sole discretion). Each L/C Issuance Request shall be substantially in the form of Exhibit E and shall specify: (A) the requested date of such issuance (which shall be a Banking Day); (B) the maximum amount of such L/C; (C) the expiration date of such L/C; (D) the purpose of such L/C; (E) the name and address of the beneficiary of such L/C; and (F) if requested by the L/C Issuer, the form of such L/C and any related draw requests and similar documents (which shall be acceptable to the L/C Issuer in its reasonable discretion). The making of each L/C Issuance Request shall be deemed to be a representation and warranty by Borrower that the L/C requested therein may be issued in accordance with and will not violate the terms of Section 2.2(a) . Each L/C Issuance Request shall be accompanied by the Application Documents, each duly completed and executed and delivered by Borrower.

(ii) Upon acceptance of the form of the proposed L/C by the L/C Issuer and upon fulfillment of the conditions set forth above in this Section 2.2(b) and the applicable conditions in Article III , the L/C Issuer shall issue such L/C.

(iii) Notwithstanding the foregoing, the L/C Issuer shall not be under any obligation to issue any L/C if at the time of such issuance:

(A)    any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the L/C Issuer from issuing such L/C or any requirement of law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such L/C in particular, or shall impose upon the L/C Issuer with respect to such L/C any requirement (for which the L/C Issuer is not otherwise compensated) not in effect on the date hereof, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to the L/C Issuer as of the date hereof and which the L/C Issuer in good faith deems material to it; or

(B)    the L/C Issuer shall have received notice from Agent or any Bank prior to the issuance of such L/C that one or more of the applicable conditions specified in this Section 2.2(b) or in Article III are not then satisfied, or that the issuance of such L/C would violate Section 2.2(a) .

(iv) Upon the request of any Bank, the L/C Issuer shall promptly deliver to such Bank the information specified in Sections 2.2(b)(i)(A) through (F) above and copies of any L/C issued by the L/C Issuer.

(c)    Reimbursement Obligations .

(i) The L/C Issuer shall give prompt notice to Agent of each payment under an L/C by the L/C Issuer for drafts drawn or any other amount paid or disbursed under an L/C. Borrower shall be obligated to reimburse Agent, for the account of the L/C Issuer, in immediately available funds at the address set forth below the L/C Issuer’s signature to this Agreement, on the day of each payment under an L/C issued by the L/C Issuer for drafts drawn and any other amounts paid or disbursed under such L/C (all such amounts so drawn, paid or disbursed until reimbursed are hereinafter referred to as “ Unreimbursed Drawings ”); provided that if any such Unreimbursed Drawings are not so reimbursed on the date of any drafts drawn, Borrower’s reimbursement obligation in respect of such Unreimbursed Drawings shall be funded on such date (or on the next succeeding Banking Day, if applicable, as described in the last sentence of this clause (c)(i)) with the borrowing of Base Rate Loans (each such borrowing a “ Mandatory L/C Borrowing ”) in the full amount of the Unreimbursed Drawings from all Banks based on each Bank’s pro   rata share of the Aggregate Commitments. Agent shall promptly notify the L/C Issuer of the amount of any Unreimbursed Drawings and Agent shall promptly notify the Banks of the amount of the related Mandatory L/C Borrowing not later than 2:00 p.m. (New York City time) on the date on which such Mandatory L/C Borrowing is to be made. Each Bank hereby irrevocably agrees to make Loans pursuant to each Mandatory L/C Borrowing in the amount, and not later than 5:00 p.m. (New York City time) on the date, and in the manner specified in the preceding sentence, notwithstanding (A) that the amount of the Mandatory L/C Borrowing may not comply with the minimum amount for borrowings otherwise required hereunder, (B) whether any conditions specified in Article III are then satisfied, (C) whether a Default or an Event of Default then exists, (D) the date of such Mandatory L/C Borrowing and (E) any reduction in the Aggregate Commitments after any such L/C was issued. If Agent delivers the above-described notice to any Bank later than 2:00 p.m. (New York City time) on the date of the required Mandatory L/C Borrowing, then such Bank shall not be obligated to effect such Mandatory L/C Borrowing until the next succeeding Banking Day (but not later than 5:00 p.m. (New York City time)), and interest on the amount of the related Unreimbursed Drawing, at the rate of interest then applicable to Base Rate Loans, shall accrue and be payable by Borrower (for the account of the L/C Issuer to the extent that such Unreimbursed Drawing has not been reimbursed in full) on the date on which interest on Base Rate Loans next becomes due and payable.

(ii) Notwithstanding the foregoing (but without limiting the obligations of the Banks to make Loans pursuant to Mandatory L/C Borrowings in accordance with subsection (i) above), if at any time when a draft is drawn under an L/C there are not sufficient funds in any account of Borrower with the L/C Issuer or sufficient availability of Commitments hereunder to permit the making of Loans sufficient to fund the payment of such draft, any funds advanced by the L/C Issuer and the other Banks in payment thereof shall be due and payable immediately and shall bear interest until paid in full at the Default Rate, such interest to be payable on demand. In the event of any conflict, discrepancy or omission of terms provided herein between the terms established by the L/C Issuer in its Application Documents or otherwise and this Agreement, the terms provided herein shall prevail. The obligations of the Banks in respect of any funds so advanced or to be advanced by the L/C Issuer under this Section 2.2(c)(ii) and Section 2.2(c)(i) shall be as more particularly described in Sections 2.2(e)(ii) and (iii) .

(d)    General Unconditional Obligations . The L/C Obligations shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Application Documents under all circumstances whatsoever, including, without limitation, the following circumstances, whether relating to any one or more L/Cs:

(i)    any agreement between Borrower and any beneficiary of an L/C or any agreement or instrument relating thereto (the “ Beneficiary Documents ”) proving to be forged, fraudulent, invalid, unenforceable or insufficient in any respect;

(ii)    any amendment or waiver of or any consent to departure from all or any of the Beneficiary Documents;

(iii)    the existence of any claim, setoff, defense or other rights which Borrower may have at any time against any beneficiary or any transferee of any L/C (or any Persons for whom any applicable beneficiary or any such transferee may be acting), the L/C Issuer, any other Bank, Agent or any other Person, whether in connection with this Agreement, the Beneficiary Documents or any unrelated transaction;

(iv)    any demand presented under any L/C (or any endorsement thereon) proving to be forged, fraudulent, invalid, unenforceable or insufficient in any respect or any statement therein being inaccurate in any respect whatsoever;

(v)    payment by the L/C Issuer under any L/C against presentation of a demand which does not comply with the terms of such L/C, including, without limitation, the circumstances referred to in subsection (iv) above or the failure of any document to bear reference or to bear adequate reference to such L/C, except to the extent resulting from the gross negligence or willful misconduct of the L/C Issuer;

(vi)    the use to which any L/C may be put or any acts or omissions of any beneficiary in connection therewith; or

(vii)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, except to the extent resulting from the gross negligence or willful misconduct of the L/C Issuer.

(e)    Participations by Banks .

(i) On the date of issuance of each L/C (or, in the case of an L/C set forth on Schedule III , on the Closing Date), the L/C Issuer shall be deemed irrevocably and unconditionally to have sold and transferred to each Bank (excluding, for all purposes of this Section 2.2(e) , the L/C Issuer, which shall retain a portion equal to its pro   rata share of the Aggregate Commitments) without recourse or warranty, and each Bank shall be deemed to have irrevocably and unconditionally purchased and received from the L/C Issuer, an undivided interest and participation, to the extent of such Bank’s pro   rata share of the Aggregate Commitments in effect on the date of such issuance, in such L/C, each substitute letter of credit, each drawing made thereunder, the related Application Documents, all L/C Obligations (other than fees under Section 2.6(a)(v) ) relating to such L/C and all Credit Documents securing, guaranteeing, supporting or otherwise benefiting the payment of such L/C Obligations. The L/C Issuer shall furnish to any Bank, upon request, copies of any L/C and any Application Documents as may be requested by such Bank.

(ii) If any reimbursement obligation under Section 2.2(c) is not paid to the L/C Issuer with respect to any L/C in full immediately or by a Mandatory L/C Borrowing from all the Banks pro   rata pursuant to Section 2.2(c)(i) , the L/C Issuer shall promptly notify Agent to that effect, and Agent shall promptly notify the Banks of the amount of such reimbursement obligation and each Bank shall immediately pay to Agent, for immediate payment to the L/C Issuer, in lawful money of the United States and in immediately available funds, an amount equal to such Bank’s ratable portion of the amount of such unpaid reimbursement obligation.

(iii) The obligation of each Bank to make Loans in respect of each Mandatory L/C Borrowing and to make payments under the preceding Section 2.2(e)(ii) shall be absolute, unconditional and irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall not be subject to any conditions set forth in Article III or otherwise affected by any circumstance including, without limitation, (A) the occurrence or continuance of a Default or an Event of Default; (B) any adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower; (C) any breach of this Agreement or any Application Documents or other Credit Documents by Borrower or any Bank; (D) any set-off, counterclaim, recoupment, defense or other right which such Bank or Borrower may have at any time against the L/C Issuer, any other Bank or any beneficiary named in any L/C in connection herewith or otherwise; (E) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (F) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (G) the granting, surrender or impairment of any security for the performance or observance of any of the terms of any of the other Credit Documents; or (H) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Borrower agrees that any Bank purchasing a participation in any L/C from the L/C Issuer hereunder may, to the fullest extent permitted by law, exercise all of its rights of payment with respect to such participation as fully as if such Bank were the direct creditor of Borrower in the amount of such participation.

(iv) Promptly after the L/C Issuer receives a payment on account of a reimbursement obligation with respect to any L/C as to which any other Bank has funded its participation pursuant to Section 2.2(e)(ii) , the L/C Issuer shall promptly pay to Agent, and Agent shall promptly pay to each Bank which funded its participation therein, in lawful money of the United States and in the kind of funds so received, an amount equal to such Bank’s ratable share thereof.

(v) If any payment received on account of any reimbursement obligation with respect to an L/C and distributed to a Bank as a participant under Section 2.2(e)(iv) is thereafter recovered from the L/C Issuer in connection with any bankruptcy or insolvency proceeding relating to Borrower or otherwise, each Bank which received such distribution shall, upon demand by Agent, repay to the L/C Issuer such Bank’s ratable share of the amount so recovered together with an amount equal to such Bank’s ratable share (according to the proportion of (A) the amount of such Bank’s required repayment to (B) the total amount so recovered) of any interest or other amount paid or payable by the L/C Issuer in respect of the total amount so recovered.

(f)    Non-Liability . Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any L/C with respect to its use of such L/C. Neither Agent, the L/C Issuer nor any other Bank, nor any of their respective officers or directors, shall be liable or responsible for: (i) the use that may be made of any L/C or any acts or omissions of any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the L/C Issuer against presentation of documents that do not comply with the terms of an L/C, including failure of any documents to bear any reference or adequate reference to an L/C, except that Borrower shall have a claim against the L/C Issuer, and the L/C Issuer shall be liable to Borrower, to the extent of any direct, but not consequential, damages suffered by Borrower that Borrower proves were caused solely by (A) the L/C Issuer’s willful misconduct or gross negligence in determining whether documents presented under any L/C comply with the terms of the L/C or (B) the L/C Issuer’s willful failure to make lawful payment under an L/C after the presentation to it of a draft and documents and/or certificates strictly complying with the terms and conditions of the L/C; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any L/C or of the proceeds thereof; and (vii) any consequence arising from causes beyond the control of the L/C Issuer, including, without limitation, any government acts. None of the above shall affect, impair or prevent the vesting of any of the L/C Issuer’s rights or powers hereunder. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. The Uniform Customs and Practice for Documentary Credits or, with respect to standby L/Cs, The International Standby Practices, in each case, as most recently published by the International Chamber of Commerce, shall be deemed a part of this Section 2.2 as if incorporated herein in all respects and shall apply to commercial L/Cs or standby L/Cs, as the case may be.

(g)    Indemnification . In addition to amounts payable as elsewhere provided in this Agreement, without duplication, Borrower agrees to indemnify and save harmless Agent and each Bank, including the L/C Issuer, from and against any and all claims, demands, liabilities, damages, losses, penalties, costs, charges and expenses (including reasonable attorneys’ fees and disbursements) which Agent or any such Bank may incur or be subject to as a consequence, direct or indirect, of the issuance of any L/C or any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the L/C Issuer or Agent from paying any amount under any applicable L/C or the failure of the L/C Issuer to honor a drawing under an L/C as a result of any act or omission, whether rightful or wrongful, of any present or future de   jure or de   facto government or Governmental Authority, except that no such Person shall be entitled to indemnification for matters to the extent caused by such Person’s gross negligence or willful misconduct. Without modifying the foregoing, and anything contained herein to the contrary notwithstanding, Borrower shall cause each L/C issued for its account to be canceled and returned to the L/C Issuer on or before its expiration date.

(h)    Domestic Affiliates . At the request of Borrower (if necessary to satisfy contractual or regulatory requirements), the L/C Issuer shall arrange for one or more L/Cs to be issued by Affiliates of the L/C Issuer ( provided , that any such Affiliate shall be organized under the laws of the United States or any State thereof), in which case the term “L/C Issuer” shall include any such Affiliate with respect to L/Cs issued by such Affiliate. If no such Affiliate is available, Borrower may request that another Bank, organized under the laws of the United States or any State thereof, agree to issue such L/Cs, and, if such Bank agrees to, and does, issue such L/Cs, the term “L/C Issuer” shall include such Bank with respect to the L/Cs issued by such Person.

Section 2.3    Repayment; Reductions .

(a)    Mandatory Repayments . Borrower shall repay all outstanding Committed Loans on the Termination Date. Borrower shall repay each Bid Rate Loan on the last day of the Interest Period for such Bid Rate Loan. Borrower shall repay such of the outstanding Loans, together with accrued interest to the date of such repayment on the principal amount repaid and any amounts due under Section 2.4(d) , or cash collateralize the L/C Obligations, or both, as may be required at any time or from time to time, by reason of a reduction in the Commitments pursuant to Section 2.3(c) , the occurrence of the Termination Date or otherwise, to assure that the principal balance of all outstanding Loans plus the amount of the L/C Outstandings does not at any time exceed the Aggregate Commitments. Amounts to be applied pursuant to this clause (a) shall be applied first to repay the principal amount of the Loans then outstanding, together with interest thereon and any amounts due under Section 2.4(d) , until all Loans, together with such interest and other amounts, shall have been repaid in full, and if any excess then remains, such excess shall be deposited with Agent in the Cash Collateral Account to be held, applied or released for application as provided in Section 2.10 . The particular Loans to be repaid shall be as designated by Borrower (or, failing such designation, in accordance with Section 2.5(e) ).

(b)    Voluntary Prepayments . Upon prior written notice to Agent by Borrower (which notice must be received by Agent not later than 12:00 Noon, New York City time, three (3) Banking Days prior to the proposed date of prepayment and which notice Agent shall promptly give to the Banks) stating the proposed date and aggregate principal amount of the prepayment, Borrower may, and if such notice is given Borrower shall, prepay the outstanding principal amount of any Loan, as identified by Borrower in such notice, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, as well as any additional amount owed by Borrower pursuant to Section 2.4(d) , provided that each partial prepayment shall be in an aggregate amount of One Million Dollars ($1,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof.

(c)    Reduction or Termination . On or after the Closing Date, Borrower may upon at least three (3) Banking Days’ notice to Agent at the Agency Office, permanently terminate in whole at any time, or ratably reduce from time to time by an aggregate amount of Five Million Dollars ($5,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, the Aggregate Commitments to an amount that is not less than the sum of the aggregate outstanding principal amount of all Loans and the L/C Outstandings, after giving effect to any repayments of the Loans effected on the date of such reduction. All such reductions shall be permanent. If the Commitments are terminated in their entirety, all accrued Fees in respect thereof shall be payable on the effective date of such termination. Agent shall give prompt notice to the Banks of any such termination or reduction.

(d)    Cash Collateralization of L/C Outstandings . Borrower shall cash collateralize the L/C Obligations as may be required at any time or from time to time, by reason of a reduction in the Aggregate Commitments pursuant to Section 2.3(c) , the occurrence of the Termination Date or otherwise, to assure that the amount of the L/C Outstandings does not at any time exceed the L/C Sublimit.

Section 2.4    Interest on Loans .

(a)    Base Rate Loans . Borrower shall pay interest on the unpaid principal amount of each Base Rate Loan, from the Funding Date of such Loan until such principal amount is paid in full, at a rate per   annum equal to the sum of (i) the Base Rate plus (ii) the Applicable Margin from time to time in effect, together with any additional interest rate margin as shall be applicable under clause (g) of this Section 2.4 .

(b)    Eurodollar Rate Loans .

(i) Borrower shall pay interest on the unpaid principal amount of each Eurodollar Committed Loan, for each Interest Period applicable thereto in accordance with the provisions hereof, at a rate per   annum equal to the sum of (A) the Eurodollar Rate for such Interest Period plus (B) the Applicable Margin from time to time in effect, together with any additional interest rate margin as shall be applicable under clause (g) of this Section 2.4 . From and after the Maturity Date of the Interest Period applicable to any portion of a Eurodollar Committed Loan that is not continued as such, the unpaid principal balance thereof shall automatically become, and bear interest as, a Base Rate Loan.

(ii) Borrower shall pay interest on the unpaid principal amount of each Eurodollar Bid Rate Loan, for the Interest Period applicable to such Eurodollar Bid Rate Loan, at a rate per   annum equal to (A) the Eurodollar Rate for such Interest Period plus (or minus, as the case may be) (B) the Eurodollar Bid Margin applicable to such Eurodollar Bid Rate Loan, together with any additional interest rate margin as shall be applicable under clause (g) of this Section 2.4 .

(c)    Fixed Rate Loans . Borrower shall pay interest on the unpaid principal amount of each Fixed Rate Loan, for the Interest Period applicable to such Fixed Rate Loan, at a rate per   annum equal to the Fixed Rate applicable to such Fixed Rate Loan, together with any additional interest rate margin as shall be applicable under clause (g) of this Section 2.4 .

(d)    Breakage Expenses . If for any reason and at any time or from time to time, including, without limitation, voluntary or mandatory prepayment of principal or payment of principal at any accelerated maturity, the outstanding principal balance of any Eurodollar Rate Loan or Fixed Rate Loan is repaid in whole or in part, or (in the case of a Eurodollar Committed Loan) converted into a Base Rate Loan, in each case prior to the Maturity Date of the applicable Interest Period, then, in addition to accrued interest thereon, Borrower shall pay to the Applicable Agent’s Account for credit to each Bank for the account of its Applicable Lending Office, on demand by such Bank, (i) the amount by which (x) the interest which would have accrued on the amount of such principal reduction subject to such Interest Period until such Maturity Date had such principal reduction not been made exceeds (y) the interest obtained by such Bank in the reemployment of such principal reduction for the balance of such Interest Period, and (ii) any cancellation or similar fees incurred by or allocated to such Bank on funds borrowed by such Bank to carry the unpaid principal sum thereof at the applicable Eurodollar Rate or Fixed Rate, as the case may be, and a certificate as to such excess and fees submitted by such Bank to Borrower shall, absent manifest error, be final and conclusive.

(e)    Eurodollar Rate Loans Not Available . If, prior to the commencement of any Interest Period applicable to any Eurodollar Rate Loan, (x) Agent notifies Borrower and each Bank that (1) adequate and fair means do not exist for Agent to ascertain the relevant Eurodollar Rate, or (2) one or more of the Reference Banks or Agent, as applicable, is not offering deposits in Dollars in the relevant interbank market in the amount, at the time, or for the Interest Period necessary fairly and adequately to determine the relevant Eurodollar Rate, or (y) Banks whose Eurodollar Committed Loans will exceed 50% of all Eurodollar Committed Loans at the commencement of such Interest Period (after giving effect to any Loans to be made on such date) notify Agent (in which case Agent shall promptly notify all other Banks and Borrower) that the relevant Eurodollar Rate will not adequately reflect the cost to the Banks giving such notification of making or maintaining their Eurodollar Committed Loans for such Interest Period, then, and in each such event, and until Agent shall notify Borrower and the Banks that the circumstances specified in clause (x) or (y) above no longer continue, (i) the obligation of the Banks to make or continue Eurodollar Rate Loans, and to convert Base Rate Loans into Eurodollar Committed Loans, shall be suspended, and (ii) all Eurodollar Committed Loans outstanding on or after notice of such an event shall (unless repaid) be converted into Base Rate Loans on the Maturity Dates of the respective Interest Periods applicable thereto.

(f)    Eurodollar Rate Loans Unlawful . If any Bank shall have determined (which determination, absent manifest error, shall be final and conclusive) that the continuation of any interest rate based on the Eurodollar Rate has become unlawful (or impracticable by compliance by such Bank in good faith with any Directive) with respect to a Commitment of such Bank, then, and in any such event, effective upon notice by such Bank to Agent and Borrower and until such notice is rescinded, no Eurodollar Rate Loans shall be available under such Commitment with respect to future Loans made by such Bank and any such existing Eurodollar Rate Loan shall from and after such notice be immediately converted into a Base Rate Loan for the balance of the applicable Interest Period, and Borrower shall pay to such Bank, upon demand, all amounts necessary to compensate such Bank in making such change in interest rates, including any interest (without duplication) or fees payable by such Bank on funds obtained by it in order to make or maintain such Loan, and a certificate of such Bank as to such interest, fees and other amounts shall be conclusive absent manifest error; provided , however , that (i) to the extent it may lawfully do so without incurring any penalty or increased costs, such Bank shall continue any such existing Eurodollar Rate Loan until the Maturity Date of the relevant Interest Period, and (ii) before such termination, such Bank shall use reasonable efforts (consistent with internal policies and applicable Directives) to designate a different Applicable Lending Office if the making of such designation would avoid such illegality and would not, in the sole judgment of such Bank, be otherwise to its disadvantage in any material respect.

(g)    Default Interest Rate . If an Event of Default has occurred, then from and after the date of occurrence of such Event of Default, and so long as such Event of Default continues, (i) the rate or rates of interest applicable to the then and any subsequent outstanding Loans shall in all cases be increased to (A) for Base Rate Loans, the Base Rate plus the Applicable Margin plus 200 basis points (2.0%) per   annum , (B) for Eurodollar Committed Loans, the rate of interest in effect thereon at the time of the Event of Default plus 200 basis points (2.0%) per   annum until the end of the then current Interest Period therefor and thereafter the Base Rate plus the Applicable Margin plus 200 basis points (2.0%) per   annum , (C) for Eurodollar Bid Rate Loans, the rate of interest in effect thereon at the time of the Event of Default plus 200 basis points (2.0%) per   annum , and (D) for Fixed Rate Loans, the rate of interest in effect thereon at the time of the Event of Default plus 200 basis points (2.0%) per   annum , and (ii) the Applicable L/C Fee Rate shall be increased by 200 basis points (2.0%) per   annum . Other amounts payable by Borrower hereunder that are not paid when due (whether at Stated Maturity, by acceleration or otherwise) shall accrue interest at a rate per   annum during the period commencing on the date due until such other amounts are paid in full equal to the Base Rate plus the Applicable Margin plus 200 basis points (2.0%) per   annum .

(h)    Interest Payment Dates . Borrower shall pay accrued interest on each Loan (without duplication), determined and calculated as herein provided, payable as follows:

(i)    in the case of a Eurodollar Rate Loan, on the Maturity Date for the Interest Period applicable to such Eurodollar Rate Loan, and if such Interest Period is for more than three months, then also on the same day of each third month of such Interest Period as corresponds to the first day of such Interest Period (and if there is no such corresponding day of the month, then on the last Banking Day of such month);

(ii)    in the case of a Base Rate Loan, on the last Banking Day of each March, June, September and December, commencing with the first such Banking Day following the making of such Loan;

(iii)    in the case of a Fixed Rate Loan, on the Maturity Date for the Interest Period applicable to such Fixed Rate Loan, and if such Interest Period is for more than three months, then (A) also on the same day of each third month of such Interest Period as corresponds to the first day of such Interest Period (and if there is no such corresponding day of the month, then on the last Banking Day of such month), or (B) as otherwise specified in the applicable Bid Request;

(iv)    on the date such Loan is converted pursuant to Section 2.1(i) ;

(v)    in the case of all Loans, on the Termination Date, if the Termination Date falls before the other applicable payment dates specified in this clause (h); provided that interest accruing on such Loans on and after the Termination Date shall be due daily; or

(vi)    on the date of any repayment or prepayment of such Loan, in whole or in part, with respect to the principal thereof so repaid or prepaid.

(i)    Limitation . In no contingency or event whatsoever shall the interest rate charged pursuant to the terms of this Agreement or any Note exceed the maximum amount of interest permitted by applicable law. If a court of competent jurisdiction determines that this Agreement provides for interest in excess of the maximum amount of interest permitted by applicable law, the excess amount of interest paid shall be promptly refunded to Borrower.

Section 2.5    Payments and Computations .

(a)    Payments to Applicable Agent’s Account . Borrower shall pay all amounts due to Agent and Banks hereunder and under any other Credit Document to which it is a party without condition or deduction for any counterclaim, defense, recoupment, setoff or (except as expressly provided herein, including, without limitation, in Section 2.8 ) any other deduction or withholding whatsoever, in Dollars and in same day funds delivered to Agent not later than 1:00 p.m. (New York City time) on the day when due by deposit of such funds to the Applicable Agent’s Account. Agent shall promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or Fees ratably (other than amounts subject to Taxes pursuant to Section 2.8 , Agent’s Fees payable under Section 2.6(a)(i) and amounts payable under Section 2.7 , and provided that payments of principal and interest in respect of Bid Rate Loans shall be distributed ratably to Banks that have made the Bid Rate Loans to which such payments relate, in accordance with the principal or interest then due and payable to each Bank, respectively), in accordance with the outstanding Loans of the Banks (in the case of payments of principal or interest) or the Commitments of the Banks (in the case of payments of Fees, other than Agent’s Fees payable under Section 2.6(a)(i) ), to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office to be applied in accordance with, and subject to,

the terms of this Agreement. Upon an Assignment and Assumption becoming effective as provided in Section 8.11 and recording by Agent of the information contained therein in the register maintained for purposes of this Agreement by Agent at its Agency Office, from and after the effective date specified in such Assignment and Assumption, Agent shall make all payments hereunder and under any other Credit Document in respect of the interest assigned thereby to the Assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)    Setoff . Borrower hereby authorizes each Bank, if and to the extent payment owing to such Bank from Borrower is not made when due hereunder, to charge from time to time against any or all of Borrower’s accounts with such Bank or any of such Bank’s Affiliates any amount so due.

(c)    Interest and Fee Computations . (i) Computations of interest based on the Eurodollar Rate, the Federal Funds Rate (including the Base Rate, when it is based on the Federal Funds Rate) and any Fixed Rate, and the computation of Fees, shall be made by Agent on the basis of a year of 360 days, (ii) computations of interest based on the Base Rate (when the Base Rate is based on the Reference Rate) shall be made by Agent on the basis of a year of 365 or 366 days, as appropriate to reflect the actual number of days in such year, and (iii) all computations in every case shall be for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. Any change in (x) the Base Rate due to a change in the Reference Rate or the Federal Funds Rate shall be effective as of the opening of business on the effective day of such change in the Reference Rate or the Federal Funds Rate, respectively, (y) the interest rate on a Loan resulting from a change in the Base Rate or the Eurodollar Rate Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective or (z) the interest rate on a Loan or the amount of any Fee resulting from a change in the Applicable Margin, the Applicable L/C Fee Rate, the Applicable Facility Fee Rate or the Applicable Utilization Fee Rate shall become effective on the applicable Rating Adjustment Date.

(d)    Agent’s Reliance on Borrower Payments . Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to a Bank hereunder that Borrower will not make such payment in full, Agent may assume that Borrower has made such payment in full to Agent on such date and Agent may, in reliance upon such assumption, cause to be distributed to the relevant Banks on such due date an amount equal to the amount then due to such Banks. If and to the extent Borrower shall not have so made such payment in full to Agent, each affected Bank shall repay to Agent forthwith on demand the amount so distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to Agent, at the Federal Funds Rate.

(e)    Application of Payments .

(i)    Amounts received by Agent for application to the principal of any Committed Loans shall be applied (A) if received on or before the Termination Date (if not specified by Borrower at or prior to the time of receipt or if received after the occurrence and during the continuance of an Event of Default), first to the ratable payment of the outstanding Committed Loans that constitute Base Rate Loans, and second to the ratable payment of the outstanding Committed Loans that constitute Eurodollar Rate Loans, and (B) if received after the Termination Date, to the ratable payment of all the outstanding Committed Loans.

(ii)    Amounts received by Agent for application to the principal of any Bid Rate Loans shall be applied as specified by Borrower (or, if not specified by Borrower at or prior to the time of receipt or if received after the occurrence and during the continuance of an Event of Default, to the ratable payment of the outstanding Bid Rate Loans).

(iii)    Amounts received by Agent for application to the principal of any Loan after the occurrence and during the continuance of an Event of Default shall be deemed to have been received for application to the Committed Loans and the Bid Rate Loans on a ratable basis.

(f)    Payments on Non-Banking Days . Whenever any payment hereunder shall be stated to be due on a day other than a Banking Day, such payment shall be made on the next succeeding Banking Day (except as otherwise provided with respect to the determination of Interest Periods), and such extension of time shall in such case be included in the computation of payment of interest or Fees, as the case may be.

(g)    Adjustments . If any Bank shall obtain any payment whether voluntary, involuntary, through the exercise of any right of setoff or otherwise with respect to principal, interest or Fees due under the Credit Documents (other than Fees payable under Sections 2.6(a)(i) and 2.6(a)(v) and other than payments pursuant to Sections 2.7 and 2.8 ), in excess of its ratable share (based (x) in the case of principal or interest, on the ratio of the amount of principal or interest, as the case may be, then due and payable to such Bank to the aggregate amount of principal or interest, respectively, then due and payable hereunder, and (y) in the case of Fees, on the ratio of such Bank’s Commitment to the Aggregate Commitments) of payments on account of principal, interest or such Fees, as the case may be, then due and owing to all Banks under the Credit Documents, such Bank shall forthwith purchase from such other Banks such participations in the principal, interest or such Fees, as the case may be, owing to them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of the other Banks, in accordance with the outstanding Loans of the other Banks (in the case of payments on account of principal), the amount of interest then due and payable to the other Banks (in the case of payments on account of interest) or the Commitments of the other Banks (in the case of payments on account of Fees, other than Fees payable under Sections 2.6(a)(i) and 2.6(a)(v) and other than payments pursuant to Sections 2.7 and 2.8 ); provided , however , that if all or any portion of such excess payment is thereafter recovered from such Bank, such purchase from such other Banks shall be rescinded and each such other Bank shall repay to the purchasing Bank the purchase price to the extent of such recovery, without interest. Borrower agrees that any Bank purchasing a participation from another Bank pursuant to this Section 2.5(g) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Bank were the direct creditor of Borrower in the amount of such participation.

(h)    Loan Register . Agent shall maintain a register at the Agency Office with respect to the Loans, which register shall record (i) the date of and amount of each Loan, the Type of each Loan and, with respect to Eurodollar Rate Loans and Fixed Rate Loans, the Interest Period applicable thereto from time to time, (ii) the terms of each Assignment and Assumption, Increasing Bank Agreement and Accession and Amendment Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank, (iv) the amount of any sum received by Agent from Borrower under any Credit Document and each Bank’s share thereof, and (v) the interest rate for each Loan. The entries made in such register shall be conclusive and binding for all purposes, absent manifest error.

(i)    Notes Optional .

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

(ii)    The entries made in the accounts maintained pursuant to Section 2.5(h) and the foregoing subsection (i) of this clause (i) shall be prima facie evidence of the existence and amounts of the Loans therein recorded; provided , however , that neither the failure of Agent or any Bank to maintain such accounts, nor any error therein, shall in any manner affect the obligation of Borrower to repay the Loans in accordance with the terms of this Agreement and the other Credit Documents.

(iii)    Any Bank may request that Borrower’s Obligations to it in respect of Loans be evidenced by an appropriate Note. In such event, Borrower shall prepare, execute and deliver to such Bank such Note, payable to the order of such Bank. Thereafter, the Obligations evidenced by such Note, and interest thereon, shall at all times (including after any assignment pursuant to Section 8.11 ) be represented by one or more Notes payable to the order of the payee named therein or any assignee, except to the extent that any such Bank or assignee subsequently returns any such Note(s) for cancellation and requests that such Obligations once again be evidenced as described in Section 2.5(h) and the foregoing subsection (i) of this clause (i).

Section 2.6    Fees .

(a)    Fees Payable . Borrower shall pay the following fees (the “ Fees ”) at the Agency Office:

(i)    to the Person(s) entitled thereto, the fees provided for in (A) that certain letter agreement among UBOC, RBS, RBS Securities Corporation and Borrower, dated July 29, 2005, and (B) that certain letter agreement between Agent and Borrower, dated August 26, 2005, in each case in the amounts and at the times specified therein;

(ii)    to Agent for the benefit of all Banks (based on their respective Commitments), a utilization fee (the “ Utilization Fee ”) accruing for each day during the period from the Closing Date to the Termination Date in an amount equal to (A) the sum of the aggregate principal amount of all outstanding Loans (excluding Bid Rate Loan Outstandings) and the L/C Outstandings on such day multiplied by (B) 1/360th of the Applicable Utilization Fee Rate in effect on such day. The accrued portion of the Utilization Fee shall be payable quarterly in arrears on the last Banking Day of March, June, September and December of each year, on the Termination Date and thereafter on demand;

(iii)    to Agent for the benefit of all Banks (based on their respective Commitments), a facility fee in respect of such Banks’ Commitments (the “ Facility Fee ”) accruing for each day during the period from the Closing Date to the Termination Date in an amount equal to (A) the Aggregate Commitments on such day multiplied by (B) 1/360th of the Applicable Facility Fee Rate in effect on such day. The accrued portion of the Facility Fee shall be payable quarterly in arrears on the last Banking Day of March, June, September and December of each year, on the Termination Date and thereafter on demand;

(iv)    to Agent, for the benefit of all Banks committed to make Committed Loans (based upon their respective Commitments), a fee for each L/C accruing for each day during the period from the date of issuance thereof to the date of termination thereof equal to (A) the amount of outstanding L/C Obligations for such L/C on such day multiplied by (B) 1/360th of the Applicable L/C Fee Rate in effect on such day. The accrued portion of such fee shall be payable quarterly in arrears on the last Banking Day of March, June, September and December of each year, on the Termination Date and thereafter on demand; and

(v)    to the L/C Issuer, exclusively for the account of the L/C Issuer, (A) a fee for each L/C in such amount, and calculated and payable on such basis, as is set forth in a separate letter agreement between Borrower and the L/C Issuer, and (B) on demand, such standard fees, charges and expenses as are customarily charged or incurred by the L/C Issuer from time to time in connection with the issuance, amendment, transfer, administration or cancellation of, or payment under, the L/Cs, as referred to in a separate letter agreement between Borrower and the L/C Issuer.

The fees referred to in Sections 2.6(a)(iv) and (v) are hereinafter sometimes referred to individually as an “ L/C Fee ” and collectively as the “ L/C Fees ”.

(b)    Fees Nonrefundable . Borrower acknowledges that all Fees (i) are fully earned on the date on which they are payable, (ii) are nonrefundable when paid (exclusive of over-payments and other manifest errors), and (iii) are for the sole account of the Person for whose benefit they are payable.

Section 2.7    Increased Costs and Capital Requirements .

(a)    Reserves and Similar Requirements . If at any time or from time to time after the date of this Agreement any Directive, or a change in any existing or future Directive (including any change resulting from the operation of any transitional or phase-in requirements) or in the interpretation or application thereof by any judicial authority or other Governmental Authority, or any action pursuant thereto, or compliance in good faith by Agent or any Bank with any request or Directive imposed or modified by any central bank or by any other financial authority, monetary authority or other Governmental Authority (any of the foregoing, a “ Change in Directives ”, and Agent, or any Bank, if subject to a Change in Directives, an “ Affected Person ”)) shall (i) impose, increase, modify or apply any reserve (including basic, supplemental, marginal and emergency reserves, but excluding reserve requirements which are expressly included in the determination of any interest rate pursuant to the provisions hereof), special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities with or for the account of, or credit extended by, or any other acquisition of funds by, any office of an Affected Person; or (ii) impose on any Affected Person any fee, charge, tax (other than “Indemnified Taxes,”“Other Taxes” and “Excluded Taxes,” to which the provisions of Section 2.8 shall apply) or condition with respect to this Agreement, any Note, any L/C, any Commitment or any part thereof, or any sums outstanding or payable hereunder or thereunder, and the result of any of the foregoing is to increase the cost to such Affected Person of making or maintaining such Commitment or any Loan, or to reduce the amount of any sum received or receivable by such Affected Person with respect to such Commitment, any L/C, any Loan or any interest, Fees or other sums payable hereunder or under any Note, then , upon demand by such Affected Person, Borrower shall, subject to clause (c) of this Section 2.7 , pay with respect to any affected Commitment (including Loans thereunder), promptly for the account of the relevant Affected Person, such additional amount or amounts as such Affected Person, in good faith, certifies in writing to Borrower shall compensate such Affected Person for the amount of such increased cost or reduced amount receivable, which certification shall state that similar demands have been made to other customers of such Affected Person that are subject to provisions similar to this Section 2.7(a) and shall be conclusive and binding for all purposes hereof absent manifest error.

(b)    Capital Adequacy . If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of such Bank, the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7 , pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and

each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

(c)    Limitation . Notwithstanding the foregoing, Borrower shall be obligated to compensate Agent, or any Bank, for any amount described in Section 2.7(a) or (b) only if such amount arises or occurs during (i) any time period commencing not more than ninety (90) days prior to the date on which such Bank notifies Agent and Borrower, or Agent notifies Borrower, that such Bank or Agent, as the case may be, proposes to demand such compensation and (ii) any time period during which, because of the unannounced retroactive application of the relevant Change in Directives, such Bank could not have known that such amount might arise or accrue.

(d)    Mitigation . If Agent, or any Bank, claims any additional amounts payable pursuant to Section 2.7(a) or (b) , Agent, or such Bank, as the case may be, shall use its reasonable efforts (consistent with its internal legal policy and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or any other office from which it makes or maintains any extension of credit under this Agreement, if the making of such change would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the sole judgment of Agent or such Bank, as the case may be, be otherwise disadvantageous to it in any material respect.

(e)    Survival . Without prejudice to the survival of any other agreement of Borrower hereunder, the agreement and obligations of Borrower contained in this Section 2.7 shall survive the termination of the Commitments and the payment in full of the Obligations.

Section 2.8   Taxes .

(a)    Payments Free of Taxes . Any and all payments or reimbursements made hereunder or under any other Credit Document shall be made free and clear of and without deduction for any and all present and future taxes, levies, imposts, deductions, fees, charges or withholdings of any kind, or any interest, penalties or additions to tax or liabilities whatsoever with respect thereto (“ Taxes ”), excluding (i) in the case of payments to each Bank, (A) Taxes imposed on, or measured by, its net income or receipts (including branch profits tax) and franchise taxes imposed on it by the jurisdiction under the laws of which such Bank is organized (or any political subdivision thereof), or by the jurisdiction of such Bank’s Applicable Lending Office (or any political subdivision thereof) and (B) U.S. Withholding Taxes, if and to the extent that such U.S. Withholding Taxes shall be in effect and shall be applicable (after giving effect to any treaty or other applicable basis for exemption) under current laws and regulations (including judicial and administrative interpretations thereof) to payments to be made for the account of such Bank’s Applicable Lending Office on the Closing Date, or, in the case of an Assignee, on the effective date of the Assignment and Assumption pursuant to which it became a Bank, or on the date the Bank changes its Applicable Lending Office, or, if such U.S. Withholding Taxes result therefrom, changes any other office from which such Bank makes or maintains any extension of credit under this Agreement (other than any change pursuant to Section 2.8(e) ); and (ii) in the case of payments

to Agent, (A) Taxes imposed on, or measured by, its net income or receipts (including branch profits tax) and franchise taxes imposed on it by the jurisdiction under the laws of which it is organized (or any political subdivision thereof) or by any jurisdiction in which Agent is doing business (other than where such circumstances would not exist but for a connection arising in respect of this Agreement) and (B) U.S. Withholding Taxes, if and to the extent that such U.S. Withholding Taxes shall be in effect and shall be applicable (after giving effect to any treaty or other applicable basis for exemption) under current laws and regulations (including judicial and administrative interpretations thereof) to payments to Agent under any Credit Document on the Closing Date (all Taxes described in clauses (i) and (ii) being referred to as “ Excluded Taxes ” and all Taxes not described in clause (i) or (ii) being hereinafter referred to as “ Indemnified Taxes ”). Subject to Section 2.8(h) , if Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any other Credit Document to any Bank or Agent (each of Agent and any Bank to which any rights accrue under this Section 2.8 , a “ Tax Indemnitee ”), (1) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee receives an amount equal to the sum it would have received had such deductions of Indemnified Taxes not been made, (2) Borrower shall make such deductions, and (3) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law (and shall be entitled to any Tax Credit with respect to such payment pursuant to Section 2.8(g) ).

(b)    Other Taxes . In addition, Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (but not any tax on any transfer or assignment of, or any participation in, the Loans (or a portion thereof) or this Agreement) that arise from any payment made hereunder or under any other Credit Document or from the execution, delivery, registration, filing or recording of, or otherwise with respect to, this Agreement or any other Credit Document or document delivered hereunder or under any other Credit Document (hereinafter referred to as “ Other Taxes ”). Agent, and each Bank, represents that, to its knowledge, except for any such Other Taxes as may be imposed under the federal, state or local laws of the United States of America (or any political subdivision thereof), it is not aware, as of the date of this Agreement, of any Other Taxes that may apply to payments to it under this Agreement or any Note or to the transactions by it that are contemplated by this Agreement.

(c)    Tax Indemnity . Borrower will indemnify each Tax Indemnitee for the full amount of Indemnified Taxes (but not any Tax on any transfer or assignment of, or any participation in, the Loans or this Agreement) or Other Taxes (and any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Tax Indemnitee, including any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted. Any indemnification payment to which any Tax Indemnitee is entitled pursuant to this clause (c) shall be made within thirty (30) days from the date such Tax Indemnitee makes written demand therefor; provided , however , that Borrower shall not be obligated to make payment to such Tax Indemnitee pursuant to this Section 2.8(c) in respect of penalties, interest or additions to taxes attributable to any Indemnified Taxes or Other Taxes if (i) written demand for such Indemnified Taxes or Other Taxes has not been made by such Tax Indemnitee within 60 days from the date on which such Tax Indemnitee received written notice of the imposition of such Indemnified Taxes or Other Taxes by the

relevant taxing authority or other Governmental Authority, but only to the extent such penalties, interest and additions to taxes are attributable to such failure or delay by such Tax Indemnitee in making such written demand, or (ii) such penalties, interest or additions to taxes are attributable to the gross negligence or willful misconduct of such Tax Indemnitee. After such Tax Indemnitee receives written notice of the imposition of any Indemnified Taxes or Other Taxes that are subject to this Section 2.8(c) , such Tax Indemnitee shall act in good faith to promptly notify Borrower of Borrower’s Obligations under this Section 2.8(c) ; provided , however , that, except to the extent expressly provided in clause (i) of the preceding sentence, no failure to give notice shall prejudice any Tax Indemnitee’s rights hereunder.

(d)    Evidence of Tax Payments . Within forty-five (45) days after the date of any payment of Indemnified Taxes with respect to any Tax Indemnitee, Borrower shall (as to Indemnified Taxes paid by it) furnish to Agent, at the Agency Office, the original or a certified copy of a receipt or other evidence reasonably satisfactory to Agent of payment thereof.

(e)    Change of Applicable Lending Office, Etc. Any Tax Indemnitee claiming any additional amounts payable pursuant to this Section 2.8 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or any other office from which such Tax Indemnitee makes or maintains any extension of credit under this Agreement, if the making of such a change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole judgment of such Tax Indemnitee, be otherwise disadvantageous to such Tax Indemnitee in any material respect. In addition, each Tax Indemnitee shall take all reasonable actions reasonably requested by Borrower in writing that are (i) without material risk and cost to such Tax Indemnitee, and (ii) consistent with the internal policies of such Tax Indemnitee and applicable legal and regulatory restrictions, in order to (1) maintain all exemptions, if any, available to it from withholding taxes (whether available by treaty or existing administrative waiver) and (2) otherwise to minimize any amounts payable by Borrower under this Section 2.8 ; provided , however , that in each case any cost relating to such action requested by Borrower shall be borne by Borrower.

(f)    Survival . Without prejudice to the survival of any other agreement of Borrower hereunder, the agreement and obligations of Borrower contained in this Section 2.8 shall survive the payment in full of the Obligations for a period expiring concurrently with the expiration of the statute of limitations applicable to claims made by the relevant taxing authorities to collect Taxes or Other Taxes.

(g)    Tax Credits . If any Tax Indemnitee shall receive a credit or refund from a taxing authority with respect to, and actually resulting from, an amount of Indemnified Taxes or Other Taxes actually paid to or on behalf of such Tax Indemnitee by Borrower, which credit or refund would not arise but for such Indemnified Taxes or Other Taxes (a “ Tax Credit ”), such Tax Indemnitee shall promptly notify Borrower of such Tax Credit. If such Tax Credit is received by such Tax Indemnitee in the form of cash, such Tax Indemnitee shall promptly pay to Borrower the amount so received with respect to the Tax Credit. If such Tax Credit is not received by such Tax Indemnitee in the form of cash, such Tax Indemnitee shall pay the amount of such Tax Credit to Borrower in cash not later than the time prescribed by applicable law for filing the return (including extensions of time) for such Tax

Indemnitee’s taxable period that includes the period in which such Tax Indemnitee receives the economic benefit of such Tax Credit. In any event, the amount of any Tax Credit payable by a Tax Indemnitee to Borrower pursuant to this Section 2.8(g) shall not exceed the actual amount of cash refunded to, or credits received and usable by, such Tax Indemnitee from a taxing authority. In determining the amount of any Tax Credit, a Tax Indemnitee shall use such apportionment and attribution rules as such Tax Indemnitee customarily employs in allocating taxes among its various operations and income sources, and such determination shall be conclusive absent manifest error. Borrower shall promptly return to a Tax Indemnitee the amount paid to Borrower with respect to a Tax Credit by such Tax Indemnitee if such Tax Indemnitee is required to repay, or is determined to be ineligible for, a Tax Credit for such amount.

(h)    Withholding . Each Bank that is organized under the laws of the United States of America or any State thereof or the District of Columbia shall deliver to Borrower and Agent at the time or times prescribed by applicable law or reasonably requested by Borrower two properly completed and executed originals of Internal Revenue Service Form W-9 (or any subsequent versions thereof of successors thereto). Each Bank organized under the laws of a jurisdiction outside the United States (a “ Foreign Bank ”) as to which payments to be made under any Credit Document are exempt from (or are subject to a reduced rate of) U.S. Withholding Tax under an applicable statute or tax treaty shall provide to Borrower and Agent two properly completed and executed originals of (i) Internal Revenue Service Form W-8BEN or Form W-8ECI claiming exemption from U.S. Withholding Tax under an applicable treaty or as “effectively connected income,” or (ii) in each case of a Foreign Bank that is not a “bank” (for applicable United States federal income tax purposes) and that does not comply with the requirements of clause (i) of this Section 2.8(h) , (x) a statement to the effect that such Bank is eligible for a complete exemption from withholding of U.S Withholding Tax under the “portfolio interest” exemption, and (y) Internal Revenue Service Form W-8BEN, or (iii) any other applicable form, certificate or document prescribed by the federal government of the United States of America certifying as to such Foreign Bank’s entitlement to exemption from (or reduced rate of) U.S. Withholding Tax with respect to payments to be made to such Foreign Bank under any Credit Document (each form, statement, certificate and document described in the first sentence of this Section 2.8(h) or in clauses (i), (ii) and (iii) of this Section 2.8(h) is referred to as a “ Certificate of Exemption ”). Prior to becoming a Bank under this Agreement and on or before the date the Certificate of Exemption previously submitted by a Foreign Bank expires or becomes obsolete, such Foreign Bank, if legally able to do so, shall provide a newly executed Certificate of Exemption to Borrower and Agent. Notwithstanding anything to the contrary, if a Foreign Bank is entitled to an exemption (or reduced rate) with respect to payments to be made to such Foreign Bank under any Credit Document and does not provide a Certificate of Exemption to Borrower and Agent within the time periods set forth in the preceding sentence, Borrower shall withhold taxes from payments to such Foreign Bank at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided , however , that all such withholding shall cease (or be reduced, as appropriate) upon delivery by such Foreign Bank of a Certificate of Exemption to Borrower and Agent in accordance with the relevant law. In those circumstances as shall be necessary to allow payments hereunder to be made free of (or at a reduced rate of) U.S. Withholding Tax, at the written request of Borrower, Agent shall provide Borrower with two properly completed executed originals of Internal Revenue Service Form W-8IMY (or any subsequent versions thereof or successors thereto), together with such documentation to be supplied therewith as shall have been received from the Banks pursuant hereto.

Section 2.9    Replacement of Bank; Reimbursement for Bid Rate Loans .

(a)   If (i) a Bank delivers a notice pursuant to Section 2.4(f) , (ii) a Bank makes a demand for additional amounts pursuant to Section 2.7 , (iii) a Bank makes a demand for additional amounts pursuant to Section 2.8 or (iv) Borrower is required to pay additional amounts in respect of a Bank pursuant to Section 2.8 , Borrower shall have the right, at its expense, to require the affected Bank to assign without recourse (in accordance with Section 8.11 ) all of such Bank’s rights and obligations under the Credit Documents to another Bank or to another Person approved by Agent (which approval shall not be unreasonably withheld or delayed) that is willing to, and that does, assume such rights and obligations; provided that (1) no such assignment shall conflict with any applicable Directive, and (2) Borrower shall pay (or the replacement Bank shall purchase) all principal, interest, Fees and other amounts owed to the replaced Bank on or prior to the effective date of such assignment.

(b)   Notwithstanding anything contained herein to the contrary, no Bank shall be entitled to receive any additional amounts pursuant to Section 2.7 or 2.8 with respect to any Bid Rate Loan if the circumstance giving rise to such Bank’s request for such additional amounts was applicable to such Bank at the time of submission of the Bid Request pursuant to which such Bid Rate Loan was made.

Section 2.10    Cash Collateral Account . 

(a)    All amounts required to be deposited as cash collateral with Agent pursuant to Section 2.3(a) , Section 2.3(d) or Section 6.2 shall be deposited in a cash collateral account (such account, and any replacement or supplemental account into which any such cash collateral may at any time be deposited, collectively, the “ Cash Collateral Account ”) established by Borrower with Agent and under the dominion and control of Agent, to be held or applied, or released for application, as provided in this Section 2.10 . Borrower hereby grants to Agent, for the ratable benefit of Agent, the L/C Issuer and the Banks, as security for the payment and performance of the Obligations, a security interest in and lien on (i) the Cash Collateral Account, (ii) all amounts now or at any time on deposit therein, (iii) all investment property or other financial assets from time to time credited thereto, and (iv) all proceeds of any of the foregoing, in whatever form. Upon the termination of the Commitments, the termination, expiration, drawing in full or cancellation of all outstanding L/Cs and payment in full of all Obligations, Agent (and the Banks, if required under applicable law) shall take, at Borrower’s expense, such actions as Borrower may reasonably request to effect the release of the security interest and lien granted pursuant to this clause (a).

(b)    If and when any portion of the L/C Obligations on which a deposit of cash collateral was based (the “ Relevant Contingent Exposure ”) shall become fixed (a “ Direct Exposure ”) as a result of the payment by the L/C Issuer of a draft presented under an L/C, the amount of such Direct Exposure (but not more than the amount in the Cash Collateral Account at the time) shall be withdrawn by Agent from the Cash Collateral Account and shall be paid to the L/C Issuer to be applied against such Direct Exposure and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the Cash Collateral Account exceeds the Relevant Contingent Exposure, the

excess amount shall, so long as no Default or Event of Default shall have occurred and be continuing, be withdrawn by Agent and paid to Borrower. If a Default or an Event of Default shall have occurred and be continuing, such excess amount shall be retained in the Cash Collateral Account and, if and when requested by the Majority Banks during the continuance of an Event of Default, shall be withdrawn by Agent and applied to repay the Loans, Unreimbursed Drawings and other due and unpaid Obligations. Any amount remaining after payment of such Obligations in full shall be paid to Borrower. If at any time the amount in the Cash Collateral Account is less than the Relevant Contingent Exposure, Borrower shall promptly deposit in the Cash Collateral Account additional cash collateral in the amount of such shortfall.

(c)    Interest and other payments and distributions made on or with respect to the cash collateral held by Agent in the Cash Collateral Account shall be for the account of Borrower and shall constitute cash collateral to be held by Agent or returned to Borrower in accordance with clause (b) of this Section 2.10 ; provided that Agent shall have no obligation to invest any cash collateral on behalf of Borrower or any other Person. Beyond the exercise of reasonable care in the custody thereof, Agent shall have no duty as to any cash collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. Agent shall be deemed to have exercised reasonable care in the custody and preservation of the cash collateral in its possession if the cash collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the cash collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by Agent in good faith. All expenses and liabilities incurred by Agent in connection with taking, holding and disposing of any cash collateral (including customary custody and similar fees with respect to any cash collateral held directly by Agent) shall be paid by Borrower from time to time upon demand. Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to apply (and, at the request of the Majority Banks but subject to applicable law, shall apply) cash collateral or the proceeds thereof to payment of any such expenses, liabilities and fees.

Section 3.1    Closing Date Conditions Precedent . The effectiveness of this Agreement, the obligation of each Bank to make its ratable share of Loans on the Closing Date or any date thereafter and the obligation of the L/C Issuer to issue L/Cs on the Closing Date or any date thereafter are subject to the condition precedent that Agent shall have received the following items, on or before the Closing Date, in form and substance reasonably satisfactory to Agent in its sole discretion:

(a)    Articles of Incorporation or Other Organizational Documents . A copy of the articles of incorporation or other organizational documents of Borrower and each amendment thereto, certified by the Secretary of State of the State of Borrower’s incorporation or other appropriate Governmental Authority as being a true and correct copy thereof, such certification to be dated a recent date prior to the Closing Date.

(b)    Certificate of Good Standing . A certificate or other appropriate document from the Secretary of State of the State of Borrower’s incorporation or other Governmental Authority listing the articles of incorporation or