AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT

Exhibit 10.1

[Published CUSIP Number:                                          ]

AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT

Dated as of December 19, 2006

among

THE HARTFORD FINANCIAL SERVICES GROUP, INC.,

THE BORROWING SUBSIDIARIES FROM TIME TO TIME PARTY HERETO,

THE LENDERS NAMED HEREIN,

BANK OF AMERICA, N.A,
as Administrative Agent,

JPMORGAN CHASE BANK, N.A.
and
CITIBANK, N.A.,
as Syndication Agents

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent

BANC OF AMERICA SECURITIES LLC,
J.P. MORGAN SECURITIES INC. and
CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers and Joint Bookrunners

2

Table of Contents

3

4

5

Exhibits and Schedules

     AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, the " Agreement ") dated as of December 19, 2006, among THE HARTFORD FINANCIAL SERVICES GROUP, INC., a Delaware corporation (the " Company "); each Borrowing Subsidiary party hereto; the lenders listed in Schedule 2.01 (together with their permitted assignees, the " Lenders "); and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the " Administrative Agent ").

          Reference is made to the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of September 7, 2005 (as first amended on September 7, 2006) among the Company, Hartford Life Inc., a Delaware corporation and a subsidiary of the Company ("Hartford Life"), the Borrowing Subsidiaries, the Lenders party thereto and Bank of America, as Administrative Agent (the " Original Credit Agreement ").

          The Lenders were requested to extend credit to the Borrowers (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it in Article I) to enable them to borrow on a standby revolving credit basis on and after the Original Effective Date and at any time and from time to time prior to the Maturity Date an aggregate principal amount not in excess of $1,600,000,000 at any time outstanding. The Lenders were also requested to (i) make up to $100,000,000 of such credit facility available in the form of Letters of Credit and (ii) provide a procedure pursuant to which the Borrowers may invite the Lenders to bid on an uncommitted basis on short-term borrowings by the Borrowers. The proceeds of borrowings hereunder are to be used for working capital and other general corporate purposes, including the repayment of maturing commercial paper. The Lenders are willing to extend credit to the Borrowers on the terms and subject to the conditions herein set forth.

          The Company has requested that the Lenders amend and restate the Original Credit Agreement in order to, among other things, remove Hartford Life as a Borrower.

          Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

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

          " Administrative Fees " shall have the meaning assigned to such term in Section 2.07(d).

2

          " Administrative Questionnaire " shall mean an Administrative Questionnaire in the form distributed to the Lenders by the Administrative Agent.

          " Affiliate " shall mean, when used with respect to a specified person, another person that directly or indirectly controls or is controlled by or is under common control with the person specified.

          " Agreement Currency " shall have the meaning assigned to such term in Section 9.16(b).

          " Annual Statement " shall mean, with respect to the Restricted Subsidiaries, the Annual Statement of such Restricted Subsidiary required to be filed with the Applicable Insurance Regulatory Authority in accordance with state law, including any exhibits, schedules, certificates or actuarial opinions filed or delivered therewith.

          " Applicable Insurance Regulatory Authority " shall mean, with respect to any Insurance Subsidiary, the insurance commission or similar Governmental Authority located in the state in which such Insurance Subsidiary is domiciled and any Federal insurance Governmental Authority.

          " Applicable Percentage " shall mean on any date, with respect to Eurocurrency Standby Loans, with respect to the Facility Fee, with respect to the Usage Fee or with respect to the LC Participation Fee, as the case may be, the applicable percentage set forth below under the caption "Facility Fee Percentage", "Eurocurrency Spread", "Usage Fee Percentage", "Standard Letter of Credit Participation Fee" or "Secured Letter of Credit Participation Fee", as the case may be, based upon the Ratings in effect on such date; provided that at any time when the Collateral Value of the Collateral on deposit in an LC Security Account in respect of any Secured Letter of Credit shall be less than the 110% of the portion of the LC Exposure attributable to such Secured Letter of Credit, the Applicable Percentage used to determine the LC Participation Fees payable in respect of such Secured Letter of Credit shall be the applicable percentage set forth below under the caption "Standard Letter of Credit Participation Fee":

3

          For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then such Rating Agency shall be deemed to have established a Rating in Category 5; (ii) if the Ratings established or deemed to have been established by Moody’s and S&P shall fall within different Categories, the Applicable Percentage shall be based on the higher of the two Ratings unless the Ratings differ by two or more Categories, in which case the Applicable Percentage will be based upon the Category one level above the Category corresponding to the lower Rating; and (iii) if the Ratings established or deemed to have been established by Moody’s and S&P shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable Rating Agency. Each change in the Applicable Percentage shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such Rating Agency shall cease to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of Ratings from such Rating Agency and, pending the effectiveness of any such amendment, the Applicable Percentage shall be determined by reference to the Rating most recently in effect prior to such change or cessation.

          " Assignment and Assumption " shall mean an assignment and assumption entered into by a Lender and an assignee in the form of Exhibit B hereto.

          " Augmenting Lender " shall have the meaning assigned to such term in Section 2.24(a).

          " Auto-Extension Letter of Credit " shall have the meaning assigned to such term in Section 2.06(c).

          " Available Commitment " shall mean, as to any Lender at any time, an amount equal to such Lender’s Commitment at such time minus such Lender’s LC Exposure at such time and the aggregate of all such Lender’s Local Currency Loans (Dollar Equivalent) outstanding at such time.

          " Base Rate " shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% per annum. For purposes hereof, " Prime Rate " shall mean the rate of interest per annum

4

publicly announced from time to time by Bank of America, N.A. as its prime rate. The Prime Rate is a rate set by Bank of America, N.A. based upon various factors including Bank of America, N.A.’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Each change in the Prime Rate shall be effective at the opening of business on the date such change is publicly announced as effective. " Federal Funds Effective Rate " shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as released on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so released for any day which is a Business Day, the arithmetic average (rounded upwards to the next 1/100th of 1%), as determined by the Administrative Agent, of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          " Base Rate Borrowing " shall mean a Borrowing comprised of Base Rate Loans.

          " Base Rate Loan " shall mean any Base Rate Standby Loan.

          " Base Rate Standby Loan " shall mean any Standby Loan bearing interest at a rate determined by reference to the Base Rate in accordance with the provisions of Article II.

          " Board " shall mean the Board of Governors of the Federal Reserve System of the United States.

          " Board of Directors " shall mean the Board of Directors of a Borrower or any duly authorized committee thereof.

          " Borrowers " shall mean the Company and the Borrowing Subsidiaries.

          " Borrowing " shall mean a group of Loans of a single Type made by the Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have been accepted pursuant to Section 2.03) on a single date and as to which a single Interest Period is in effect.

          " Borrowing Date " shall mean any date on which a Borrowing is made hereunder.

5

          " Borrowing Subsidiary " shall mean any Subsidiary which shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Agreement.

          " Borrowing Subsidiary Agreement " shall mean an agreement, in the form of Exhibit D hereto, duly executed by the Company and a Subsidiary.

          " Business Day " shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided , however , that, when used in connection with a Eurocurrency Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market, and, when used in connection with determining any date on which any amount is to be paid or made available in Local Currency, the term "Business Day" shall also exclude any day on which commercial banks and foreign exchange markets are not open for business in the principal financial center in the country of such Local Currency.

          " Calculation Date " shall mean the last Business Day of each calendar week.

          " Capitalized Lease-Back Obligation " shall mean with respect to any property or asset, at any date as of which the same is to be determined, the total net rental obligations of the Company or a Subsidiary under a lease of such property or asset, entered into as part of an arrangement to which the provisions of Section 5.12 are applicable (or would have been applicable had such Subsidiary been a Subsidiary at the time it entered into such lease), discounted to the date of computation at the rate of interest per annum implicit in the lease (determined in accordance with GAAP). The amount of the net rental obligation for any calendar year under any lease shall be the sum of the rental and other payments required to be paid in such calendar year by the lessee thereunder, not including, however, any amounts required to be paid by such lessee (whether or not therein designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges.

          A " Change in Control " shall be deemed to have occurred if (a) any person or group of persons shall have acquired beneficial ownership of more than 30% of the outstanding Voting Shares of the Company (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder) or (b) during any period of 12 consecutive months, commencing after the Original Effective Date, individuals who on the first day of such period were directors of the Company (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of the Company.

          " Code " shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.

          " Collateral " shall mean (a) cash, (b) readily marketable commercial paper issued by issuers with ratings of at least P-1 from Moody’s or A-1 from S&P and having

6

a remaining maturity not in excess of 180 days, (c) readily marketable negotiable debt instruments constituting obligations backed by the full faith and credit of the United States of America, (d) readily marketable municipal bonds with ratings of at least Baa2 from Moody’s or BBB from S&P and (e) readily marketable corporate bonds with ratings of at least Baa2 from Moody’s or BBB from S&P and having remaining maturities not in excess of ten years.

          " Collateral Custodian " shall mean a commercial banking institution with an office in the State of New York and approved by the Company and the Administrative Agent.

          " Collateral Value " shall mean, at any time (a) in the case of Collateral referred to in clause (a) of the definition of such term, the amount thereof, and (b) in the case of any other Collateral, the then-current market value thereof, as determined by reference to publicly quoted prices for such Collateral or, in the absence of such publicly quoted prices, by the Administrative Agent through other reasonable means.

          " Commitment " shall mean, with respect to each Lender, the commitment of such Lender hereunder as set forth as of the Original Closing Date in Schedule 2.01 to the Original Credit Agreement under the heading "Commitment" or in an Assignment and Assumption delivered by such Lender under Section 9.04 as such Lender’s Commitment may be permanently terminated or reduced from time to time pursuant to Section 2.12 or pursuant to one or more assignments under Section 9.04. The Commitment of each Lender shall automatically and permanently terminate on the Maturity Date if not terminated earlier pursuant to the terms hereof.

          " Commitment Increase " shall have the meaning assigned to such term in Section 2.24(b).

          " Competitive Bid " shall mean an offer by a Lender to make a Competitive Loan pursuant to Section 2.03.

          " Competitive Bid Accept/Reject Letter " shall mean a notification made by a Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4 hereto.

          " Competitive Bid Rate " shall mean, as to any Competitive Bid, (i) in the case of a Eurocurrency Competitive Loan, the Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of interest offered by the Lender making such Competitive Bid.

          " Competitive Bid Request " shall mean a request made pursuant to Section 2.03(a) in the form of Exhibit A-1 hereto.

          " Competitive Borrowing " shall mean a Borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing have been accepted under the bidding procedure described in Section 2.03.

7

          " Competitive Loan " shall mean a Loan made pursuant to the bidding procedure described in Section 2.03. Each Competitive Loan shall be in Dollars and shall be a Eurocurrency Competitive Loan or a Fixed Rate Loan.

          " Competitive Loan Exposure " shall mean, with respect to any Lender at any time, the sum of the aggregate principal amount of all outstanding Competitive Loans made by such Lender.

          " Consolidated Net Worth " shall mean, as at any date of determination, without duplication, the consolidated stockholders’ equity of the Company and its Subsidiaries (including perpetual preferred stock of the Company and excluding accumulated other comprehensive income), as determined on a consolidated basis in accordance with GAAP, plus minority interests in Subsidiaries, as determined in accordance with GAAP, plus the Equity Unit Amount, plus, but without duplication, Special Securities; provided that Consolidated Net Worth shall not include Special Securities to the extent that they would account for greater than 15% of Consolidated Total Capitalization.

          " Consolidated Net Tangible Assets " shall mean the total of all assets appearing on a consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in accordance with GAAP (and as of a date not more than 90 days prior to the date as of which Consolidated Net Tangible Assets are to be determined), less the sum of the following items as shown on said consolidated balance sheet:

     (i) the book amount of all segregated intangible assets, including such items as good will, trademarks, trademark rights, trade names, trade name rights, copyrights, patents, patent rights and licenses and unamortized debt discount and expense less unamortized debt premium;

     (ii) all depreciation, valuation and other reserves;

     (iii) current liabilities;

     (iv) any minority interest in the shares of stock (other than Preferred Stock) and surplus of Restricted Subsidiaries of the Company;

     (v) the investment of the Company and its Restricted Subsidiaries in any Subsidiary of the Company that is not a Restricted Subsidiary;

     (vi) the total indebtedness of the Company and its Restricted Subsidiaries incurred in any manner to finance or recover the cost to the Company or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Company or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the

8

lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;

     (vii) deferred income and deferred liabilities; and

     (viii) other items deductible under GAAP.

          " Consolidated Statutory Surplus " shall mean the sum of (i) the amount or amounts set forth on the line for statutory surplus in the Liabilities, Surplus and Other Funds Statement in the applicable Annual Statement or Statements or the applicable Quarterly Statement or Statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.03 or, if such statement shall be modified, the equivalent item on any applicable successor form (which amount or amounts shall be computed in a manner consistent with SAP) with respect to the Insurance Subsidiaries regulated in the United States; and (ii) the equivalent amount or amounts as calculated by the Company on a quarterly basis and provided to the Administrative Agent and the Lenders pursuant to Section 5.03 (which amount or amounts shall be computed in a manner consistent with that used in preparing statutory financial statements in the United States) with respect to the Insurance Subsidiaries not regulated in the United States.

          " Consolidated Total Capitalization " shall mean, as at any date of determination, the sum of Consolidated Total Debt and Consolidated Net Worth.

          " Consolidated Total Debt " shall mean, as at any date of determination, without duplication, (i) all Indebtedness of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but in any event including the Total Equity Unit Amount), plus (ii) preferred securities that are mandatorily redeemable, or redeemable at the option of the holder, within 10 years of such date of determination, plus (iii) Special Securities to the extent that Special Securities exceed 15% of Consolidated Total Capitalization, less (iv) the Equity Unit Amount. Consolidated Total Debt shall exclude the aggregate principal amount of all Consumer Notes outstanding at any time that S&P does not classify the Consumer Notes as financial leverage of the Company or a Subsidiary.

          " Consumer Notes" means fixed, floating and index notes issued by Hartford Life Insurance Company to retail investors whereby the terms of such notes require that the net proceeds to Hartford Life Insurance Company be utilized to purchase a like amount of assets to be held by Hartford Life Insurance Company, and whereby the instrument issued is a registered security (and not an insurance contract of any type). Each set of Consumer Notes issued on the same date and which have common terms and a common maturity date is referred to as a tranche of Consumer Notes.

          " Credit Event " shall have the meaning assigned to such term in Section 4.01.

          " Debtor Relief Laws " shall mean the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit

9

of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

          " Default " shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

          " Dollars " or " $ " shall mean lawful money of the United States of America.

          " Dollar Borrowing " shall mean a Borrowing comprised of Dollar Loans.

          " Dollar Equivalent " shall mean, on any date of determination, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount in any Local Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent using the Exchange Rate with respect to such Local Currency then in effect as determined pursuant to Section 2.23(a).

          " Dollar Facility Excess " shall have the meaning assigned to such term in Section 2.23(d).

          " Dollar Facility Overage " shall mean an amount equal to the excess of (a) the Total Commitment over (b) the aggregate amount of all Local Currency Facility Maximum Borrowing Amounts (determined, if applicable, after giving effect to any reduction therein made pursuant to Section 2.23(c)).

          " Dollar Loan " shall mean any Loan denominated in Dollars.

          " Dollar Standby Credit Excess " shall have the meaning assigned to such term in Section 2.23(c).

          " Dollar Standby Credit Overage " shall mean, with respect to any Lender, an amount equal to the excess, if any, of (a) such Lender’s Commitment over (b) the aggregate Local Currency Lender Maximum Borrowing Amounts of such Lender with respect to all Local Currency Addenda to which such Lender or any of its Affiliates is a party.

          " Dollar Standby Extensions of Credit " shall mean, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of all Standby Loans made by such Lender then outstanding and (b) the LC Exposure of such Lender at such time.

          " Equity Unit Amount " shall mean 75% of the aggregate principal amount of the notes included in any outstanding Equity Units.

          " Equity Units " shall mean the 6,600,000 6% Equity Units issued by the Company on September 13, 2002, the 12,000,000 7% Equity Units issued by the

10

Company on May 23, 2003 and the 1,800,000 7% Equity Units issued by the Company on May 30, 2003.

          " ERISA " shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

          " ERISA Affiliate " shall mean any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          " ERISA Event " shall mean (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan; (b) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Company or any ERISA Affiliate of any notice that Withdrawal Liability is being imposed or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h) the occurrence of a "prohibited transaction" with respect to which the Company or any of its Subsidiaries is a "disqualified person" (within the meaning of Section 4975) of the Code, or with respect to which the Company or any such Subsidiary could otherwise be liable.

          " Eurocurrency Borrowing " shall mean a Borrowing comprised of Eurocurrency Loans.

          " Eurocurrency Competitive Loan " shall mean any Competitive Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II.

          " Eurocurrency Loan " shall mean any Eurocurrency Competitive Loan, Eurocurrency Standby Loan or Eurocurrency Local Currency Loan.

          " Eurocurrency Local Currency Loan " shall mean any Local Currency Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II.

          " Eurocurrency Standby Borrowing " shall mean a Borrowing comprised of Eurocurrency Standby Loans.

11

          " Eurocurrency Standby Loan " shall mean any Standby Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II.

          " Event of Default " shall have the meaning assigned to such term in Article VI.

          " Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

          " Exchange Rate " shall mean, with respect to any Local Currency on a particular date, the rate at which such Local Currency may be exchanged into Dollars, as set forth on such date on the Reuters currency page more particularly described in the Local Currency Addendum for Loans to be made in such Local Currency. In the event that such rate does not appear on any Reuters currency page, the Exchange Rate with respect to such Local Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company or, in the absence of such agreement, such Exchange Rate shall instead be the Administrative Agent’s spot rate of exchange in the London interbank market where its foreign currency exchange operations in respect of such Local Currency are then being conducted, at or about 10:00 a.m., local time, at such date for the purchase of Dollars with such Local Currency, for delivery two Business Days later; provided, however , that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error.

          " Existing Credit Agreements " shall mean (a) the Second Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of February 26, 2003, as amended, among The Hartford Financial Services Group, Inc., each borrowing subsidiary party thereto, certain lenders named therein and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) and Bank of America, N.A., as co-administrative agents and (b) the Three-Year Competitive Advance and Revolving Credit Facility Agreement dated as of December 31, 2002, as amended, among The Hartford Financial Services Group, Inc., Hartford Life, Inc., certain lenders named therein and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) and Citibank, N.A., as co-administrative agents.

          " Facility Fee " shall have the meaning assigned to such term in Section 2.07(a).

          " Fair Value ", when used with respect to property, shall mean the fair value as determined in good faith by the Board of Directors of the Company.

          " Fees " shall mean the Facility Fee, the Usage Fee, the LC Participation Fees and the Administrative Fees.

12

          " Financial Officer " of any corporation shall mean the chief financial officer, principal accounting officer, treasurer, associate or assistant treasurer or director of treasury services of such corporation.

          " First Amendment" means the First Amendment dated as of September 7, 2006 to the Original Credit Agreement.

          " First Amendment Effective Date" means the first date on which the conditions to effectiveness of the First Amendment were satisfied in accordance with the terms thereof.

          " Fixed Rate Borrowing " shall mean a Borrowing comprised of Fixed Rate Loans.

          " Fixed Rate Loan " shall mean any Competitive Loan bearing interest at a fixed percentage rate per annum (the " Fixed Rate ") (expressed in the form of a decimal to no more than four decimal places) specified by the Lender making such Loan in its Competitive Bid.

          " GAAP " shall mean generally accepted accounting principles in the United States, applied on a consistent basis.

          " Governmental Authority " shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

          " Guaranteed Obligations " shall mean the principal of and interest on the Loans made to, and the due and punctual performance of all other obligations, monetary or otherwise of, the Borrowing Subsidiaries hereunder, under any Letter of Credit or under any Local Currency Addendum.

          " Increase Effective Date " shall have the meaning assigned to such term in Section 2.24(b).

          " Increasing Lender " shall have the meaning assigned to such term in Section 2.24(a).

          " Incremental Facility Amount " shall mean, at any time, an amount equal to $500,000,000 minus the aggregate amount, if any, by which the Total Commitment shall have been increased prior to such time pursuant to Section 2.24.

          " Indebtedness " of any person shall mean all indebtedness representing money borrowed, all obligations of such person evidenced by notes, bonds, debentures or other similar instruments, or the deferred purchase price of property (other than trade accounts payable) or any capitalized lease obligation, which in any case is created, assumed, incurred or guaranteed in any manner by such corporation or for which such corporation is responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds to or invest in, others or otherwise).

13

          " Information " shall have the meaning assigned to such term in Section 9.17.

          " Initial Loans " shall have the meaning assigned to such term in Section 2.24(b).

          " Insurance Subsidiaries " shall mean those Subsidiaries set forth on Schedule 1.01 hereto and any future Subsidiaries principally engaged in one or more of the property, casualty, life insurance and financial services businesses.

          " Interest Payment Date " shall mean (a) with respect to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date; (b) with respect to a Eurocurrency Loan or a Fixed Rate Loan, the last day of each Interest Period applicable thereto and, in the case of a Eurocurrency Loan with an Interest Period of more than three months’ duration or a Fixed Rate Loan with an Interest Period of more than 90 days’ duration, each day that would have been an Interest Payment Date for such Loan had successive Interest Periods of three months’ duration or 90 days’ duration, as the case may be, been applicable to such Loan and, in addition, the date of any prepayment of each Loan or conversion of such Loan to a Loan of a different Type; and (c) with respect to any Local Currency Loan, such days as shall be specified in the applicable Local Currency Addendum.

          " Interest Period " shall mean (a) as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect; (b) as to any Fixed Rate Borrowing, the period commencing on the date of such Borrowing and ending on the date specified in the Competitive Bids in which the offers to make the Fixed Rate Loans comprising such Borrowing were extended, which shall not be earlier than seven days after the date of such Borrowing or later than 360 days after the date of such Borrowing; and (c) as to any Local Currency Borrowing, such periods as shall be specified in the applicable Local Currency Addendum; provided , however , that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of Eurocurrency Loans only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

          " ISP " shall mean, with respect to any Letter of Credit, the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

          " Joinder Agreement " shall have the meaning assigned to such term in the Secured Letter of Credit Agreement.

14

          " Judgment Currency " shall have the meaning assigned to such term in Section 9.16(b).

          " LC Disbursement " shall mean a payment made by the LC Issuer pursuant to a Letter of Credit.

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

          " LC Issuer " shall mean Bank of America, N.A., in its capacity as issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(j). The LC Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the LC Issuer, in which case the term "LC Issuer" shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

          " LC Participation Fee " shall have the meaning assigned to such term in Section 2.07(c).

          " LC Security Account " shall mean an account established and maintained by a Borrower or a Subsidiary with a Collateral Custodian at an office in the State of New York for the deposit of Collateral, and over which account and all Collateral in such account the Administrative Agent shall have control and the right to issue entitlement orders (as such terms are defined in the Uniform Commercial Code of the State of New York) pursuant to arrangements reasonably satisfactory to the Administrative Agent.

          " Lender Affiliate " shall mean, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

          " Letter of Credit " shall mean any letter of credit issued pursuant to this Agreement.

          " Letter of Credit Application " shall mean an application and agreement for the issuance, amendment, renewal or extension of a Letter of Credit in the form from time to time in use by the LC Issuer.

          " Letter of Credit Expiration Date " means the date that is five Business Days prior to the Maturity Date.

15

          " LIBO Rate " shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, on the Quotation Day for such Interest Period by reference to the British Bankers Association LIBOR Rate (" BBA LIBOR "), as published by Reuters (or other commercially available source providing quotation of BBA LIBOR as designated by the Administrative Agent from time to time) for deposits in the currency of such Borrowing (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, "LIBO Rate" shall mean an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) determined by the Administrative Agent to be the average of the rates per annum at which dollar deposits or deposits in the applicable Local Currency approximately equal in principal amount to (i) in the case of a Standby Borrowing that is a Eurocurrency Borrowing, the Administrative Agent’s portion of such Eurocurrency Borrowing; (ii) in the case of a Competitive Borrowing, a principal amount that would have been the Administrative Agent’s portion of such Competitive Borrowing had such Competitive Borrowing been a Standby Borrowing; and (iii) in the case of a Local Currency Borrowing, such Borrowing, and for a maturity comparable to such Interest Period, are offered to the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

          " Lien " shall mean, with respect to any property or asset, any mortgage, deed of trust, lien, pledge, security interest, charge or other encumbrance on, of or in such property or asset.

          " Loan " shall mean a Competitive Loan, a Local Currency Loan or a Standby Loan, whether made as a Eurocurrency Loan, a Base Rate Loan or a Fixed Rate Loan, as permitted hereby.

          " Loan Documents " shall mean this Agreement, the Borrowing Subsidiary Agreements, the Local Currency Addenda, any promissory notes issued pursuant to Section 9.04(i), the Secured Letter of Credit Agreement and any Joinder Agreements entered into pursuant to Section 2.06(o).

          " Local Currency " shall mean any currency other than Dollars as to which an Exchange Rate may be calculated.

          " Local Currency Addendum " shall mean a local currency addendum between a Borrower and one or more Local Currency Lenders, substantially in the form of Exhibit E hereto, and the documentation referred to therein, to the extent not inconsistent with this Agreement.

          " Local Currency Borrowing " shall mean a Borrowing comprised of Local Currency Loans.

16

          " Local Currency Credit Event " shall mean each Borrowing under a Local Currency Addendum.

          " Local Currency Equivalent " shall mean, on any date of determination, with respect to any amount in Dollars, the equivalent in the relevant Local Currency of such amount, determined by the Administrative Agent using the Exchange Rate with respect to such Local Currency then in effect as determined pursuant to Section 2.23(a).

          " Local Currency Facility Maximum Borrowing Amount " shall have the meaning assigned to such term in Section 2.22(b).

          " Local Currency Lender " shall mean any Lender (or any Affiliate, branch or agency thereof) party to a Local Currency Addendum. In the event any agency or Affiliate of a Lender shall be party to a Local Currency Addendum, such agency or Affiliate shall, to the extent of any commitment extended and any Loans made by it, have all the rights of such Lender hereunder; provided , that such Lender shall continue to the exclusion of such agency or Affiliate to have all the voting and consensual rights vested in it by the terms hereof.

          " Local Currency Lender Maximum Borrowing Amount " shall have the meaning assigned to such term in Section 2.22(b).

          " Local Currency Loan " shall mean any Loan, denominated in a currency other than Dollars, made to a Borrower pursuant to Section 2.01(b) and a Local Currency Addendum.

          " Local Currency Loans (Dollar Equivalent) " shall mean the Dollar Equivalent of the relevant Local Currency Loans.

          " Local Currency Standby Borrowing " shall mean any Standby Borrowing comprised of Local Currency Loans.

          " Margin " shall mean, as to any Eurocurrency Competitive Loan, the margin (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) to be added to or subtracted from the LIBO Rate in order to determine the interest rate applicable to such Loan, as specified in the Competitive Bid relating to such Loan.

          " Margin Regulations " shall mean Regulations T, U and X of the Board as from time to time in effect, and all official rulings and interpretations thereunder or thereof.

          " Margin Stock " shall have the meaning given such term under Regulation U of the Board.

          " Material Adverse Effect " shall mean a materially adverse effect on the business, assets, operations or condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole.

17

          " Maturity Date " shall mean September 7, 2010.

          " Moody’s " shall mean Moody’s Investors Service, Inc. or any of its successors.

          " Multiemployer Plan " shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

          " Non-Extension Notice Date " shall have the meaning assigned to such term in Section 2.06(c).

          " Non-Increasing Lender " shall have the meaning assigned to such term in Section 2.24(a).

          " Notice of Competitive Bid Request " shall mean a notification made pursuant to Section 2.03(a) in the form of Exhibit A-2 hereto.

          " Original Effective Date " shall mean the date on which the conditions set forth in Section 4.02 were satisfied in respect of the Five-Year Competitive Advance and Revolving Credit Facility Agreement dated September 7, 2005.

          " Original Closing Date " shall mean September 7, 2005.

          " PBGC " shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

          " person " shall mean any natural person, corporation, business trust, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

          " Plan " shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 307 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

          " Preferred Stock " shall mean any capital stock entitled by its terms to a preference (a) as to dividends or (b) upon a distribution of assets.

          " Pro Rata Percentage " of any Lender at any time shall mean the percentage of the Total Commitment represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Pro Rata Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

18

          " Quarterly Statement " shall mean, with respect to any Restricted Subsidiary, the Quarterly Statement of such Restricted Subsidiary required to be filed with the Applicable Insurance Regulatory Authority in accordance with state law, including any exhibits, schedules, certificates or actuarial opinions filed or delivered therewith.

          " Quotation Day " shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the day on which it is market practice in the relevant interbank market for prime banks to give quotations for deposits in the currency of such Borrowing for delivery on the first day of such Interest Period. If such quotations would normally be given by prime banks on more than one day, the Quotation Day will be the last of such days.

          " Rating Agencies " shall mean Moody’s and S&P.

          " Ratings " shall mean the ratings from time to time established by the Rating Agencies for senior, unsecured, non-credit-enhanced long-term debt of the Company.

          " Register " shall have the meaning given such term in Section 9.04(d).

          " Reportable Event " shall mean any reportable event as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

          " Required Lenders " shall mean, at any time, Lenders having Commitments representing more than 50% of the Total Commitment or, for purposes of acceleration pursuant to clause (ii) of Article VI or following the termination of the Commitments, Lenders holding Loans representing more than 50% of the aggregate principal amount of the Loans outstanding. For purposes of determining the Required Lenders, any amounts denominated in a Local Currency shall be translated into Dollars at the Exchange Rates in effect on the date of acceleration pursuant to clause (ii) of Article VI or the date of termination of the Commitments, as applicable.

          " Reset Date " shall have the meaning assigned to such term in Section 2.23(a).

          " Responsible Officer " of any corporation shall mean any executive officer or Financial Officer of such corporation and any other officer or similar official thereof responsible for the administration of the obligations of such corporation in respect of this Agreement.

           "Restatement Effective Date " shall mean the first date on which the conditions set forth in Section 4.04 are satisfied.

          " Restricted Subsidiary " means any Subsidiary which is incorporated in any state of the United States or in the District of Columbia and which is a regulated

19

insurance company principally engaged in one or more of the property, casualty, life insurance and financial services businesses and which has total assets representing 10% or more of the total assets of the Company and its consolidated Subsidiaries (including such Subsidiary), in each case as set forth on the most recent fiscal year-end balance sheets of such Subsidiary and the Company and its consolidated Subsidiaries, respectively, and computed in accordance with GAAP or SAP. Such Subsidiary must be designated a Restricted Subsidiary in a notice delivered by the Company and certified by a Responsible Officer to the Administrative Agent for distribution to the Lenders. In the event that the aggregate total assets of the Restricted Subsidiaries represent less than 80% of the total assets of the Company and its consolidated Subsidiaries, the Board of Directors of the Company, as evidenced by a resolution of such Board of Directors, shall promptly designate an additional Subsidiary or Subsidiaries as Restricted Subsidiaries in order that, after such designations, the aggregate total assets of the Restricted Subsidiaries represent at least 80% of the total assets of the Company and its consolidated Subsidiaries; provided that all Subsidiaries with total assets of 10% or more of the total assets of the Company and its consolidated Subsidiaries have previously been designated as Restricted Subsidiaries.

          " S&P " shall mean Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any of its successors.

          " SAP " shall mean, with respect to any Insurance Subsidiary, the accounting principles and procedures prescribed or permitted by the Applicable Insurance Regulatory Authority applied on a basis consistent with those that are indicated in Section 1.02.

          " SEC " shall mean the Securities and Exchange Commission or any of its successors.

          " Secured Letter of Credit " shall mean a Letter of Credit designated as such by the Company as provided in Section 2.06(o).

          " Secured Letter of Credit Agreement " shall mean a Secured Letter of Credit Agreement substantially in the form of Exhibit F hereto, with such modifications thereto as the Company and the Administrative Agent shall agree upon.

          " Special Securities " shall mean (a) redeemable preferred securities and (b) any other securities for which the Company provides evidence satisfactory to the Administrative Agent that such securities are afforded equity capital credit by S&P, that, in the case of clauses (a) and (b), are not redeemable, whether mandatorily or at the option of the holder thereof, sooner than the later of (i) the tenth anniversary of the issuance thereof and (ii) the first anniversary of the Maturity Date.

          " Standard Letter of Credit " shall mean a Letter of Credit that is not a Secured Letter of Credit.

          " Standby Borrowing " shall mean a Borrowing consisting of simultaneous Standby Loans from each of the Lenders.

20

          " Standby Borrowing Request " shall mean a request made pursuant to Section 2.04 in the form of Exhibit A-5 hereto.

          " Standby Credit Exposure " shall mean, with respect to any Lender at any time, the sum of the aggregate principal amount at such time of (a) all outstanding Standby Loans of such Lender, (b) the aggregate Dollar Equivalent of the principal amount of all outstanding Local Currency Loans of such Lender (and each agency, branch or Affiliate of such Lender acting as a Local Currency Lender) and (c) the LC Exposure of such Lender.

          " Standby Loans " shall mean the revolving loans made pursuant to Section 2.04(a). Each Standby Loan shall be in Dollars and shall be a Eurocurrency Standby Loan or a Base Rate Loan.

          " Statement of Actuarial Opinion " shall mean, with respect to the Restricted Subsidiaries, the Statement of Actuarial Opinion required to be filed with the Applicable Insurance Regulatory Authority in accordance with state law or, if such Applicable Insurance Regulatory Authority shall no longer require such a statement, information equivalent to that required to be included in the Statement of Actuarial Opinion that was filed immediately prior to the time such statement was no longer required.

          " subsidiary " shall mean, with respect to any person (the " parent "), any corporation, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time as of which any determination is being made, owned or controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

          " Subsidiary " shall mean a subsidiary of the Company.

          " Subsequent Borrowings " shall have the meaning assigned to such term in Section 2.24(b).

          " Total Commitment " shall mean, at any time, the aggregate amount of Commitments of all the Lenders, as in effect at such time.

          " Total Equity Unit Amount " shall mean 100% of the aggregate principal amount of the notes included in any outstanding Equity Units.

          " Transactions " shall have the meaning assigned to such term in Section 3.02.

          " Type ", when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined and the currency in which such Loan or the Loans comprising such Borrowing are denominated. For purposes hereof, " Rate " shall include the LIBO Rate, the Base Rate and the Fixed Rate, and currency shall include Dollars and any Local Currency permitted hereunder.

21

          " Usage Fee " shall have the meaning assigned to such term in Section 2.07(b).

          " USA Patriot Act " shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

          " Voting Shares " shall mean, as to shares of a particular corporation, outstanding shares of stock of any class of such corporation entitled to vote in the election of directors, excluding shares entitled so to vote only upon the happening of some contingency.

          " Withdrawal Liability " shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title VI of ERISA.

          SECTION 1.02. Terms Generally . The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or, to the extent such terms apply to an Insurance Subsidiary, SAP, in each case as in effect from time to time.

ARTICLE II

The Credits

          SECTION 2.01. Commitments . (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Standby Loans to the Borrowers, at any time and from time to time on and after the Original Effective Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender.

          (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Local Currency Addendum, each Local Currency Lender agrees, severally and not jointly, to make Local Currency Loans to the applicable Borrowers at any time and from time to time on and after the execution of the applicable Local Currency Addendum and until the earlier of the Maturity Date and the termination of the Commitment (or the commitment under such Local Currency Addendum) of such Local Currency Lender.

          (c) Notwithstanding anything to the contrary contained in this Agreement, in no event may Standby Loans or Local Currency Loans be borrowed under this Article II or any Local Currency Addendum if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the sum of the aggregate Standby

22

Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect; (ii) the Standby Credit Exposure of any Lender (and the Affiliates of such Lender that are Local Currency Lenders) would exceed such Lender’s Commitment; or (iii) the Dollar Equivalent of the aggregate principal amount of outstanding Local Currency Loans under any Local Currency Addendum would exceed the applicable Local Currency Facility Maximum Borrowing Amount.

          Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Standby Loans and Local Currency Loans hereunder, on and after the Original Effective Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

          SECTION 2.02. Loans . (a) Each Standby Loan shall be made as part of a Borrowing consisting of Standby Loans made by the Lenders ratably in accordance with their respective Available Commitments; provided , however , that the failure of any Lender to make any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Local Currency Loan shall be made as part of a Borrowing consisting of Local Currency Loans made by the Local Currency Lenders ratably in accordance with the applicable Local Currency Lender Maximum Borrowing Amounts; provided, however , that the failure of any Local Currency Lender to make any Local Currency Loan shall not in itself relieve any other Local Currency Lender of its obligation to lend hereunder (it being understood, however, that no Local Currency Lender shall be responsible for the failure of any other Local Currency Lender to make any Local Currency Loan required to be made by such other Local Currency Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. Each Borrowing shall be (i) in the case of Competitive Borrowings, in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $5,000,000; (ii) in the case of Standby Borrowings, in an aggregate principal amount which is an integral multiple of $5,000,000 and not less than $20,000,000 (or an aggregate principal amount equal to (i) the remaining balance of the Available Commitments or (ii) in the case of Base Rate Borrowings, the amount required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e)); and (iii) in the case of Local Currency Loans, in an aggregate principal amount which complies with the requirements set forth in the applicable Local Currency Addendum. All Standby Loans and Competitive Loans made pursuant to this Article II shall be denominated in Dollars.

          (b) Each Competitive Borrowing shall be comprised entirely of Eurocurrency Competitive Loans or Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurocurrency Standby Loans or Base Rate Loans, as the Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each Lender may at its option make any Eurocurrency Loan by causing any domestic or foreign branch, agency or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be

23

outstanding at the same time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans.

          (c) Subject to Section 2.05 and, in the case of any Local Currency Loan, to any alternative procedures set forth in the applicable Local Currency Addendum, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent, not later than 12:00 noon, New York City time, and the Administrative Agent shall by 2:00 p.m., New York City time, credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Company to the Administrative Agent; provided that Base Rate Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the LC Issuer. If a Borrowing shall not occur on the proposed date thereof because any condition precedent herein specified shall not have been met, the Administrative Agent shall return the amounts so received to the respective Lenders. Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans and Local Currency Loans shall be made by the Lenders and the Local Currency Lenders, as applicable, pro rata in accordance with Section 2.17. Unless the Administrative Agent shall have received notice from a Lender prior to the date (or, in the case of Base Rate Borrowings, on the date) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount in the required currency. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon in such currency, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight funds. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

          (d) Each Competitive Loan shall be a Eurocurrency Competitive Loan or a Fixed Rate Loan. Each Standby Loan shall be a Eurocurrency Standby Loan or a Base Rate Standby Loan. Each Local Currency Loan shall be a Eurocurrency Local Currency Loan or shall bear interest at a rate specified in the applicable Loan Currency Addendum.

          SECTION 2.03. Competitive Bid Procedure . (a) Subject to the terms and conditions set forth herein, from time to time on or after the Original Effective Date and until the earlier of the Maturity Date and the termination of the Commitments, each

24

Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that, notwithstanding anything to the contrary contained in this Agreement, in no event may Competitive Loans be borrowed if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), the sum of the aggregate Standby Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect. In order to request Competitive Bids, a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i) in the case of a Eurocurrency Competitive Loan, not later than 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No Base Rate Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 hereto may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopy. Each Competitive Bid Request shall refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall telecopy to the Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans.

          (b) Each Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the applicable Borrower responsive to such Borrower’s Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Competitive Loan, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. A Lender may submit multiple bids to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Administrative Agent, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested) of the Competitive Loan or Loans that the Lender is willing to make, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans, and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the Administrative Agent by telecopy (I) in the case of Eurocurrency Competitive Loans, not later than 10:30 a.m., New York City time, three Business Days before a

25

proposed Competitive Borrowing and (II) in the case of Fixed Rate Loans, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided , however , that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

          (c) The Administrative Agent shall as promptly as practicable notify the applicable Borrower, by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03.

          (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The applicable Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (c); provided , however , that (i) the failure of the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above; (ii) the applicable Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate; (iii) the aggregate amount of the Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request; (iv) if the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate; and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further , however , that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given pursuant to this paragraph (d) shall be irrevocable.

26

          (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted.

          (f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above.

          (g) All notices required by this Section 2.03 shall be given in accordance with Section 9.01.

          SECTION 2.04. Standby and Local Currency Borrowing Procedure . (a) In order to request a Standby Borrowing, a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Standby Borrowing Request in the form of Exhibit A-5 hereto (i) in the case of a Eurocurrency Standby Borrowing, not later than 10:30 a.m., New York City time, three Business Days before such Borrowing, and (ii) in the case of a Base Rate Borrowing (including a Base Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e)), not later than 10:30 a.m., New York City time, on the day of such Borrowing. No Fixed Rate Loan shall be requested or made pursuant to a Standby Borrowing Request. Such notice shall be irrevocable and shall in each case specify (A) whether the Borrowing then being requested is to be a Eurocurrency Standby Borrowing or a Base Rate Borrowing; (B) the date of such Standby Borrowing (which shall be a Business Day) and the amount thereof; and (C) if such Borrowing is to be a Eurocurrency Standby Borrowing, the Interest Period with respect thereto, which shall not end after the Maturity Date. If no election as to the Type of Standby Borrowing is specified in any such notice, then the requested Standby Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurocurrency Standby Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any other provision of this Agreement to the contrary, no Standby Borrowing shall be requested if the Interest Period with respect thereto would end after the Maturity Date. The Administrative Agent shall promptly advise each of the Lenders of any notice given pursuant to this Section 2.04 and of each Lender’s portion of the requested Borrowing.

          (b) In order to request a Local Currency Borrowing, a Borrower shall give the notice required under the applicable Local Currency Addendum and shall simultaneously deliver a copy of such notice to the Administrative Agent.

          SECTION 2.05. Conversion and Continuation of Standby Loans . Each Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 10:30 a.m., New York City time, on the day of the conversion, to convert all or any part of any Eurocurrency Standby Loan into a Base Rate Standby Loan and (ii) not later than 10:30 a.m., New York City time, three Business

27

Days prior to conversion or continuation, to convert any Base Rate Standby Loan into a Eurocurrency Standby Loan or to continue any Eurocurrency Standby Loan as a Eurocurrency Standby Loan for an additional Interest Period, subject in each case to the following:

     (a) if less than all the outstanding principal amount of any Standby Borrowing shall be converted or continued, the aggregate principal amount of the Standby Borrowing converted or continued shall be an integral multiple of $5,000,000 and not less than $20,000,000;

     (b) accrued interest on an Eurocurrency Standby Borrowing (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;

     (c) if any Eurocurrency Standby Loan is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;

     (d) any portion of a Standby Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Standby Loan;

     (e) any portion of a Eurocurrency Standby Loan which cannot be continued as a Eurocurrency Standby Loan by reason of clause (d) above shall be automatically converted at the end of the Interest Period in effect for such Eurocurrency Standby Loan into a Base Rate Loan;

     (f) no Interest Period may be selected for any Eurocurrency Standby Borrowing that would end later than the Maturity Date; and

     (g) at any time when there shall have occurred and be continuing any Default or Event of Default, no Borrowing may be converted into or continued as a Eurocurrency Standby Borrowing.

          Each notice pursuant to this Section 2.05 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Standby Borrowing to be converted or continued; (ii) whether such Standby Borrowing is to be converted to or continued as a Eurocurrency Standby Loan or a Base Rate Loan; (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day); and (iv) if such Standby Borrowing is to be converted to or continued as a Eurocurrency Standby Loan, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Standby Loan, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no notice shall have been given in accordance with this Section 2.05 to convert or continue any Standby Borrowing, such Standby Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued as a Base Rate Borrowing.

28

          SECTION 2.06. Letters of Credit . (a) General . (i)Subject to the terms and conditions set forth herein, (A) the LC Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.06, (1) from time to time on any Business Day on or after the Original Effective Date and until the earlier of the Letter of Credit Expiration Date and the date of the termination of the Commitments hereunder, to issue Letters of Credit (and to amend, renew or extend Letters of Credit previously issued by it) denominated in Dollars (x) for the account of any Borrower or (y) so long as the Company is a co-applicant with respect to such Letter of Credit for the account of any Subsidiary (and the Company shall be deemed the sole account party in respect of such Letter of Credit for purposes of this Agreement notwithstanding the listing of any Subsidiary as an account party or applicant with respect to such Letter of Credit), and (2) to honor drawings under the Letters of Credit in accordance with the terms of such Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued hereunder and any drawings thereunder; provided that, notwithstanding anything to the contrary contained in this Agreement, in no event shall a Letter of Credit be issued, amended, renewed or extended if, after giving effect thereto, (w) the LC Exposure would exceed $100,000,000; (x) the sum of the aggregate Standby Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect; or (y) the Standby Credit Exposure of any Lender (and the Affiliates of such Lender that are Local Currency Lenders) would exceed such Lender’s Commitment. No Letter of Credit shall be denominated in a currency other than Dollars. Each request by a Borrower for the issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to be a representation and warranty by such Borrower that such issuance, amendment, renewal or extension of Letter of Credit, as so requested, complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

          (ii) The LC Issuer shall not be under any obligation to issue any Letter of Credit if:

     (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Letter of Credit, or any law applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Original Effective Date, or shall impose upon the LC Issuer any material unreimbursed loss, cost or expense which was not applicable on the Original Effective Date;

29

     (B) the issuance of such Letter of Credit would violate one or more policies of general applicability of the LC Issuer;

     (C) except as otherwise agreed by the Administrative Agent and the LC Issuer, such Letter of Credit is in an initial stated amount less than $100,000;

     (D) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

     (E) a default by any Lender in the performance of its obligations to fund under this Section exists or any Lender has (1) failed to fund or pay any amount required to be funded or paid by it under this Agreement or (2) been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding, unless arrangements satisfactory to the LC Issuer have been implemented to eliminate the LC Issuer’s risk with respect to such Lender. It is agreed that the requirements of this subparagraph (F) will be deemed to have been satisfied if the Borrower shall have deposited cash in an account with the Administrative Agent in an amount equal to the affected Lender’s Pro Rata Percentage of the face amount of the requested Letter of Credit to provide for the payment of such Lender’s Pro Rata Percentage of any LC Disbursements thereunder. The parties hereto agree that, notwithstanding any other provision of this Agreement, any cash on deposit under this subparagraph will be applied solely to satisfy the obligations of such affected Lender under paragraph (d) of this Section (or, if and to the extent such cash on deposit shall exceed such Lender’s Pro Rata Percentage of the LC Exposure and any unreimbursed LC Disbursements, returned to the Company). Nothing in this subparagraph shall relieve the affected Lender from any liability that it may have to any Borrower or to the LC Issuer as a result of any failure by such Lender to perform its obligations hereunder.

     (iii) The LC Issuer shall not amend any Letter of Credit if the LC Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

     (iv) The LC Issuer shall be under no obligation to amend any Letter of Credit if (A) the LC Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

     (v) The LC Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the LC Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by the LC Issuer in connection with Letters of Credit issued by it or

30

proposed to be issued by it and any other documents pertaining to such Letters of Credit as fully as if the term "Administrative Agent" as used in Article VIII included the LC Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the LC Issuer.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the LC Issuer) to the LC Issuer and the Administrative Agent (at least two Business Days in advance of the requested date of issuance, amendment, renewal or extension) a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower, requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the account party or parties with respect to such Letter of Credit, the name and address of the beneficiary thereof, the documents to be presented by such beneficiary in case of any drawing thereunder, the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and such other information as the LC Issuer may reasonably require to prepare, amend, renew or extend such Letter of Credit. Additionally, such Borrower also shall furnish to the LC Issuer and the Administrative Agent such other documents and information pertaining to such requested issuance, amendment, renewal or extension of Letter of Credit as the LC Issuer or the Administrative Agent may reasonably require.

          (c) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the Letter of Credit Expiration Date; provided that if the applicable Borrower so requests in the applicable Letter of Credit Application, the LC Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an " Auto-Extension Letter of Credit "). Any such Auto-Extension Letter of Credit must permit the LC Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the " Non-Extension Notice Date ") in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. The applicable Borrower shall not be required to make a specific request to the LC Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the LC Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however, that the LC Issuer shall not permit any such extension if the LC Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of this Section 2.06 or otherwise).

31

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

          (e) Reimbursement . If the LC Issuer shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, (i) on the Business Day immediately following the day on which such Borrower receives notice of such LC Disbursement, if such notice is received prior to or at 12:00 noon, New York City time, on the day of receipt, or (ii) two Business Days after the day on which such Borrower receives such notice, if such notice is received after 12:00 noon, New York City time, on the day of receipt; provided that the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.04 that such payment be financed with a Base Rate Borrowing in an equivalent amount and, to the extent so financed, the obligation of such Borrower to make such payment shall be discharged and replaced by the resulting Base Rate Borrowing. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Pro Rata Percentage of the payment then due from such Borrower, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the LC Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the LC Issuer or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the LC Issuer, then to such Lenders and the LC Issuer as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the LC Issuer for any LC Disbursement (other

32

than the funding of Base Rate Standby Loans as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

          (f) Obligations Absolute . The obligation of the applicable Borrower to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances, including the following:

     (i) any lack of validity or enforceability of any Letter of Credit, this Agreement, or any other Loan Document;

     (ii) the existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of any Letter of Credit (or any person for whom any such beneficiary or any such transferee may be acting), the LC Issuer or any other person, whether in connection with this Agreement, the transactions contemplated hereby or by any Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

     (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit;

     (iv) any payment by the LC Issuer under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the LC Issuer under any Letter of Credit to any person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

     (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Subsidiary.

          (g) Role of LC Issuer . Each Lender and each Borrower agrees that, in making any LC Disbursement, the LC Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the person executing or delivering any such document. None of the LC Issuer, the Administrative Agent, any of their respective Affiliates, any

33

partners, directors, officers, employees, agents and advisors of the foregoing nor any correspondent, participant or assignee of the LC Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or wilful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however, that this assumption is not intended to, and shall not, preclude each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the LC Issuer, the Administrative Agent, any of their respective Affiliates, any partners, directors, officers, employees, agents and advisors of the foregoing nor any correspondent, participant or assignee of the LC Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.06(f); provided , however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the LC Issuer, and the LC Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by the LC Issuer’s wilful misconduct or gross negligence or the LC Issuer’s wilful failure to pay under any Letter of Credit issued for its account after the presentation to it by the beneficiary of a sight draft and any certificate strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, and the LC Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

          (h) Disbursement Procedures . The LC Issuer shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The LC Issuer shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the LC Issuer has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse the LC Issuer and the Lenders with respect to any such LC Disbursement at the time it is required to do so under paragraph (e) of this Section.

          (i) Interim Interest . If the LC Issuer shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date on which such LC Disbursement is made to but excluding the date on which such Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Standby Loans; provided that, if such Borrower fails to reimburse such LC Disbursement (including with the proceeds of a Base Rate Borrowing) at the time required under paragraph (e) of this Section, then Section 2.10

34

shall apply. Interest accrued pursuant to this paragraph shall be for the account of the LC Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the LC Issuer shall be for the account of such Lender to the extent of such payment.

          (j) Replacement of the LC Issuer . The LC Issuer may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced LC Issuer and the successor LC Issuer. The Administrative Agent shall notify the Lenders of any such replacement of the LC Issuer. At the time any such replacement shall become effective, each Borrower shall pay all unpaid fees accrued for the account of the replaced LC Issuer pursuant to Section 2.07(c). From and after the effective date of any such replacement, (i) the successor LC Issuer shall have all the rights and obligations of the LC Issuer under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term "LC Issuer" shall be deemed to refer to such successor or to any previous LC Issuer, or to such successor and all previous LC Issuers, as the context shall require. After the replacement of an LC Issuer hereunder, the replaced LC Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an LC Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

          (k) Cash Collateralization . If any Event of Default under clause (b) or (c) of Article VI shall occur and be continuing, or if the Administrative Agent, at the request of the Required Lenders, shall have accelerated the maturity of the Loans pursuant to Article VI, then, on the Business Day that the applicable Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the applicable Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to (i) the LC Exposure as of such date plus any accrued and unpaid interest thereon minus (ii) any amount of the LC Exposure secured by Collateral on deposit in any LC Security Account, but only to the extent the aggregate Collateral Value of such Collateral is at least equal to such amount of the LC Exposure; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (g) or (h) of Article VI. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in money market investments at the option and sole discretion of the Administrative Agent and at the risk and expense of the applicable Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the LC Issuer for LC Disbursements for which it has not been reimbursed and, to the extent

35

not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the applicable Borrower under this Agreement. If the applicable Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business Days after all Events of Default have been cured or waived.

          (l) Applicability of ISP and UCP. Unless otherwise expressly agreed by the LC Issuer and the applicable Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

          (m) Conflict with Letter of Credit Applications . Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms and conditions hereof and the terms and conditions of any Letter of Credit Application or other agreement submitted by the applicable Borrower to, or entered into by the applicable Borrower with, the LC Issuer related to any Letter of Credit, the terms and conditions hereof shall control. No provision of any Letter of Credit Application shall have the effect of imposing on the Company any obligations in respect of the reimbursement of LC Disbursements in excess of those set forth in this Agreement.

          (n) Letter of Credit Issued for Subsidiaries. The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit requested by it for the account of any Subsidiary under Section 2.06(a), the Company will be fully responsible for the reimbursement of LC Disbursements, the payment of interest thereon and the payment of LC Participation Fees and other fees due under Section 2.07(c) to the same extent as if it were the sole account party in respect of such Letter of Credit requested by it (the Company hereby irrevocably waiving any defense that might otherwise be available to it as a guarantor of the obligations of any Subsidiary that shall be a joint account party in respect of