REVOLVING FIVE YEAR CREDIT AGREEMENT

Revolving Credit Agreement

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NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | ABN AMRO BANK N.V | THE ROYAL BANK OF SCOTLAND PLC

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Title: REVOLVING FIVE YEAR CREDIT AGREEMENT
Governing Law: New York Date: 4/12/2007

REVOLVING FIVE YEAR CREDIT AGREEMENT dated as of March 16, 2007 among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, THE BANKS LISTED HEREIN, ABN AMRO BANK N.V., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH and THE ROYAL BANK OF SCOTLAND PLC as Co-Documentation Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent __________________ THE BANK OF NOVA SCOTIA as Syndication Agent __________________ J.P. MORGAN SECURITIES INC. and THE BANK OF NOVA SCOTIA, as Co-Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		PAGE

ARTICLE 1
DEFINITIONS

Section 1.01 .	Definitions	1
Section 1.02 .	Accounting Terms and Determinations	14
Section 1.03 .	Types of Borrowings	14

ARTICLE 2
THE CREDITS

Section 2.01 .	Commitments to Lend	14
Section 2.02 .	Notice of Committed Borrowings	15
Section 2.03.	Money Market Borrowings	16
Section 2.04.	Notice to Banks; Funding of Loans	20
Section 2.05.	Notes	21
Section 2.06.	Maturity of Loans	21
Section 2.07.	Interest Rates	21
Section 2.08.	Method of Electing Interest Rates	23
Section 2.09.	Fees	25
Section 2.10.	Optional Termination or Reduction of Commitments	25
Section 2.11.	Mandatory Termination of Commitments	26
Section 2.12.	Optional Prepayments	26
Section 2.13.	General Provisions as to Payments	26
Section 2.14 .	Funding Losses	27
Section 2.15.	Computation of Interest and Fees	27
Section 2.16.	Withholding Tax Exemption	27
Section 2.17 .	Increase of Commitments	28

ARTICLE 3
CONDITIONS

Section 3.01.	Effectiveness	29
Section 3.02.	Prior Credit Agreements	30
Section 3.03.	Borrowings	30

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Section 4.01.	Corporate Existence, Power and Authority	32
Section 4.02.	Financial Statements	32
Section 4.03.	Litigation	33
Section 4.04.	Governmental Authorizations	33
Section 4.05.	Members' Subordinated Certificates	34
Section 4.06.	No Violation of Agreements	34

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Section 4.07.	No Event of Default under the Indentures	34
Section 4.08.	Compliance with ERISA	35
Section 4.09.	Compliance with Other Laws	35
Section 4.10.	Tax Status	35
Section 4.11.	Investment Company Act	35
Section 4.12.	Disclosure	35
Section 4.13.	Subsidiaries	36
Section 4.14.	Environmental Matters	36

ARTICLE 5
COVENANTS

Section 5.01.	Corporate Existence	36
Section 5.02.	Disposition of Assets, Merger, Character of Business, etc	37
Section 5.03.	Financial Information	37
Section 5.04.	Default Certificates	39
Section 5.05.	Notice of Litigation, Legislative Developments and Defaults	39
Section 5.06.	ERISA	40
Section 5.07.	Payment of Charges	40
Section 5.08.	Inspection of Books and Assets	41
Section 5.09.	Indebtedness	41
Section 5.10.	Liens	42
Section 5.11.	Maintenance of Insurance	43
Section 5.12.	Subsidiaries and Joint Ventures	43
Section 5.13.	Minimum TIER	44
Section 5.14.	Retirement of Patronage Capital	44
Section 5.15.	Use of Proceeds	44

ARTICLE 6
DEFAULTS

Section 6.01.	Events of Defaults	45
Section 6.02.	Notice of Default	47

ARTICLE 7
THE ADMINISTRATIVE AGENT

Section 7.01.	Appointment and Authorization	47
Section 7.02.	Administrative Agent and Affiliates	47
Section 7.03.	Action by Administrative Agent	47
Section 7.04.	Consultation with Experts	47
Section 7.05.	Liability of Administrative Agent	48
Section 7.06.	Indemnification	48
Section 7.07.	Credit Decision	48
Section 7.08.	Successor Administrative Agent	48
Section 7.09.	Co-Documentation Agents and Syndication Agent Not Liable	49

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ARTICLE 8
CHANGE IN CIRCUMSTANCES

Section 8.01.	Basis for Determining Interest Rate Inadequate or Unfair	49
Section 8.02.	Illegality	50
Section 8.03.	Increased Cost and Reduced Return	50
Section 8.04.	Base Rate Loans Substituted for Affected Euro-Dollar Loans	52

ARTICLE 9
MISCELLANEOUS

Section 9.01.	Notices	52
Section 9.02.	No Waivers	53
Section 9.03.	Expenses; Documentary Taxes; Indemnification	53
Section 9.04.	Sharing of Set-offs	54
Section 9.05.	Amendments and Waivers	54
Section 9.06.	Successors and Assigns	55
Section 9.07.	Collateral	56
Section 9.08.	Governing Law	56
Section 9.09.	Counterparts; Integration	57
Section 9.10.	Several Obligations	57
Section 9.11.	Severability	57
Section 9.12.	Confidentiality	57
Section 9.13.	WAIVER OF JURY TRIAL	58
Section 9.14.	USA Patriot Act	58

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Schedules

Agent Schedule
Commitment Schedule
Pricing Schedule
Schedule 5.03(a) Non-GAAP Subsidiaries


Exhibits

Exhibit A - Form of Note
Exhibit B-1 and B-2 - Forms of RUS Guarantee
Exhibit C - Money Market Quote Request
Exhibit D - Invitation for Money Market Quotes
Exhibit E - Money Market Quote
Exhibit F - Opinion of General Counsel for the Borrower
Annex A to Exhibit F - Subsidiaries and Joint
Ventures
Exhibit G - Opinion of Special Counsel for the Administrative
Agent
Exhibit H - Extension Agreement
Exhibit I - Assignment and Assumption Agreement

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REVOLVING FIVE YEAR CREDIT AGREEMENT

REVOLVING FIVE YEAR CREDIT AGREEMENT dated as of March 16, 2007, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, ABN AMRO BANK N.V., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, THE BANK OF NOVA SCOTIA, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01. Definitions . The following terms, as used herein, have the following meanings:

" 1994 Indenture " means the Indenture dated as of February 15, 1994 and as amended as of September 16, 1994 between the Borrower and U.S. Bank National Association, as trustee, as amended and supplemented from time to time, providing for the issuance in series of certain collateral trust bonds of the Borrower.

" 1972 Indenture " means the Seventeenth Supplemental Indenture dated as of March 1, 1987, amending and restating in full the Indenture dated as of December 1, 1972, by and between the Borrower and U.S. Bank Trust National Association, as trustee, as amended and supplemented from time to time, providing for the issuance in series of certain collateral trust bonds of the Borrower.

" Absolute Rate Auction " means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.

" Adjusted London Interbank Offered Rate " has the meaning set forth in Section 2.07(b).

" Administrative Agent " means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity.

" Administrative Questionnaire " means, with respect to each Bank, the administrative questionnaire in the form submitted to such Bank by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Bank.

" Agreement " means this Revolving Five Year Credit Agreement, as the same may be amended from time to time.

" Applicable Lending Office " means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.

" Assignee " has the meaning set forth in Section 9.06(c).

" Bank " means each bank listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to Section 9.06(c), and their respective successors.

" Base Rate " means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.

" Base Rate Loan " means a Committed Loan that bears interest at the Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or the last sentence of Section 2.08(a) or Article 8.

" Bonds " means any bonds issued pursuant to either or both of the Indentures, as the context may require.

" Borrower " means the National Rural Utilities Cooperative Finance Corporation, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, and its successors.

" Borrowing " has the meaning set forth in Section 1.03.

" Co-Documentation Agents " means ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and The Royal Bank of Scotland plc, each in its capacity as co-documentation agent hereunder, and their successors in such capacity.

" Commitment " means (i) with respect to each Bank listed on the signature pages hereof, the amount set forth opposite the name of such Bank on the Commitment Schedule hereto and (ii) with respect to any Assignee that becomes a Bank pursuant to Section 9.06(c), the amount of the transferor Bank's Commitment assigned to it pursuant to Section 9.06(c), in each case as such amount may from time to time be reduced pursuant to Sections 2.10 and 2.11; provided that, if the context so requires, the term "Commitment" means the obligation of a Bank to extend credit up to such amount to the Borrower hereunder.

" Committed Borrowing " means a Borrowing under Section 2.01.

" Committed Loan " means a loan made by a Bank pursuant to Section 2.01(a); provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term "Committed Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

" Commitment Termination Date " means March 16, 2012 or such later date to which the then existing Commitment Termination Date shall have been extended pursuant to Section 2.01(b), or, if either such day is not a Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

" Consolidated Subsidiary " means at any date any Subsidiary and any other entity the accounts of which would be combined or consolidated with those of the Borrower in its combined or consolidated financial statements if such statements were prepared as of such date.

" Consolidated Subsidiary Member " has the meaning set forth in Section 5.03(b)(iii)(A).

" Default " means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both (as specified in Section 6.01) would, unless cured or waived, become an Event of Default.

" Derivative Cash Settlements " means, for any period, the line item "derivative cash settlements" as it appears on the statement of operations of the Borrower and its Consolidated Subsidiaries for such period delivered to the Banks pursuant to Section 5.03(b), calculated in accordance with generally accepted accounting principles as in effect from time to time.

" Derivatives Obligations " of any Person means all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

" Determination Date " has the meaning set forth in Section 5.09.

" Domestic Business Day " means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

" Domestic Lending Office " means, as to each Bank, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office

as such Bank may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent.

" Effective Date " means the date this Agreement becomes effective in accordance with Section 3.01.

" Environmental Laws " means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

" ERISA Group " means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code or, for purposes of Section 412 of the Internal Revenue Code, under Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

" Euro-Dollar Business Day " means any Domestic Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London.

" Euro-Dollar Lending Office " means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative Agent.

" Euro-Dollar Loan " means a Committed Loan that bears interest at a Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election.

" Euro-Dollar Margin " means a rate per annum determined in accordance with the Pricing Schedule.

" Euro-Dollar Rate " means, for any day, a rate per annum determined in accordance with Section 2.07(b).

" Euro-Dollar Reference Banks " means the principal London offices of JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia.

" Euro-Dollar Reserve Percentage " has the meaning set forth in Section 2.07(b).

" Event of Default " has the meaning set forth in Section 6.01.

" Facility Fee Rate " means a rate per annum determined in accordance with the Pricing Schedule.

" Federal Funds Rate " means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day; provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to JPMorgan Chase Bank, N.A. on such day on such transactions as determined by the Administrative Agent.

" Fixed Rate Borrowing " means either a Euro-Dollar Borrowing or a Money Market LIBOR Borrowing.

" Fixed Rate Loans " means Euro-Dollar Loans or Money Market Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant to Section 8.01) or any combination of the foregoing.

" Foreclosed Asset " has the meaning set forth in Section 5.12.

" Group of Loans " means, at any time, a group of Loans consisting of (i) all Committed Loans which are Base Rate Loans at such time or (ii) all Euro-Dollar Loans having the same Interest Period at such time; provided that if a Committed Loan of any particular Bank is converted to or made as a Base Rate Loan pursuant to Article 8, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made.

" Guarantee " by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or lease payments of any other Person or otherwise in any manner assuring the holder of any Indebtedness of, or the obligee under any lease of, any other Person through an agreement, contingent or otherwise, to purchase Indebtedness or the property subject to such lease, or to purchase goods, supplies or services primarily for the purpose of enabling the debtor or obligor to make payment of the Indebtedness or under such lease or of assuring such Person against loss, or to

supply funds to or in any other manner invest in the debtor or obligor, or otherwise; provided that the term " Guarantee " shall not include endorsements for collection or deposit in the ordinary course of business. The term " Guarantee " when used as a verb has a correlative meaning.

" Guaranteed Portion " has the meaning set forth in the definition of RUS Guaranteed Loan.

" Hazardous Substances " means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

" Indebtedness " with respect to any Person means:

(1) all indebtedness which would appear as indebtedness on a balance sheet of such Person prepared in accordance with generally accepted accounting principles (i) for money borrowed, (ii) which is evidenced by securities sold for money or (iii) which constitutes purchase money indebtedness;

(2) all indebtedness of others Guaranteed by such Person;

(3) all indebtedness secured by any Lien upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and

(4) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement (including any lease in the nature of a title retention agreement) with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession of such property), but only if such property is included as an asset on the balance sheet of such Person;

provided that, in computing the " Indebtedness " of such Person, there shall be excluded any particular indebtedness if, upon or prior to the maturity thereof, there shall have been deposited with the proper depositary in trust money (or evidences of such indebtedness) in the amount necessary to pay, redeem or satisfy such indebtedness, and thereafter such money and evidences of indebtedness so deposited shall not be included in any computation of the assets of such Person; and provided further that no provision of this definition shall be construed to include as " Indebtedness " of the Borrower or its Consolidated Subsidiaries any indebtedness by virtue of any agreement by the Borrower or its Consolidated Subsidiaries to advance or supply funds to Members or Consolidated Subsidiary Members.

" Indenture " means either the 1972 Indenture, the 1994 Indenture or any other Indenture that provides for borrowing on terms not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under

the 1972 Indenture or the 1994 Indenture, and " Indentures " means all such Indentures.

" Interest Expense " means, for any period, the line item "interest expense" as it appears on the statement of operations of the Borrower and its Consolidated Subsidiaries for such period delivered to the Banks pursuant to Section 5.03(b), calculated in accordance with generally accepted accounting principles as in effect from time to time.

" Interest Period " means: (1) with respect to each Euro-Dollar Borrowing, the period commencing on the date of such Borrowing and ending one, two, three or six months thereafter, as the Borrower may elect in the applicable Notice of Borrowing; provided that:

(a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day;

(b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and

(c) any Interest Period of any Euro-Dollar Loan included in such Borrowing which would otherwise end after the Commitment Termination Date shall, with respect to such Euro-Dollar Loan, end on such Commitment Termination Date;

(2) with respect to each Base Rate Borrowing, the period commencing on the date of such Borrowing and ending 30 days thereafter; provided that:

(a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day; and

(b) any Interest Period of any Base Rate Loan included in such Borrowing which would otherwise end after the Commitment Termination Date shall, with respect to such Base Rate Loan, end on such Commitment Termination Date;

(3) with respect to each Money Market LIBOR Borrowing, the period commencing on the date of such Borrowing and ending any whole number of months thereafter (but not less than one month) as the Borrower may elect in the applicable Notice of Borrowing; provided that:

(c) any Interest Period which would otherwise end after the Commitment Termination Date shall end on the Commitment Termination Date; and

(4) with respect to each Money Market Absolute Rate Borrowing, the period commencing on the date of such Borrowing and ending such number of days thereafter (but not less than 30 days) as the Borrower may elect in the applicable Notice of Borrowing; provided that:

(a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day; and

(b) any Interest Period which would otherwise end after the Commitment Termination Date shall end on the Commitment Termination Date.

" Internal Revenue Code " means the Internal Revenue Code of 1986, as amended, or any successor statute.

" Investments " has the meaning set forth in Section 5.12.

" Joint Venture " means any corporation, partnership, association, joint venture or other entity in which the Borrower, directly or indirectly through Subsidiaries or Joint Ventures, has an equity interest at the time of 10% or more but which is not a Subsidiary; provided that no Person whose only assets are RUS Guaranteed Loans and investments incidental thereto shall be deemed a Joint Venture.

" LIBOR Auction " means a solicitation of Money Market Quotes setting forth Money Market Margins based on the London Interbank Offered Rate pursuant to Section 2.03.

" Lien " means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the

interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

" Loan " means a Base Rate Loan or a Euro-Dollar Loan or a Money Market Loan and " Loans " means Base Rate Loans or Euro-Dollar Loans or Money Market Loans or any combination of the foregoing.

" London Interbank Offered Rate " has the meaning set forth in Section 2.07(b).

" Maturity Date " means (i) with respect to any Committed Loan, the Commitment Termination Date or, if earlier in the case of any Committed Loan of a Non-Extending Bank, the date on which such Non-Extending Bank's Commitment terminates pursuant to Section 2.11 and (ii) with respect to any Money Market Loan, the last day of the Interest Period applicable thereto.

" Member " means any Person which is a member or a patron of the Borrower.

" Members' Subordinated Certificate " means a note of the Borrower or its Consolidated Subsidiaries substantially in the form of the membership subordinated subscription certificates and the loan and guarantee subordinated certificates outstanding on the date of the execution and delivery of this Agreement and any other Indebtedness of the Borrower or its Consolidated Subsidiaries having substantially similar provisions as to subordination as those contained in said outstanding membership subordinated subscription certificates and loan and guarantee subordinated certificates.

" Money Market Absolute Rate " has the meaning set forth in Section 2.03(d).

" Money Market Absolute Rate Loan " means a loan to be made by a Bank pursuant to an Absolute Rate Auction.

" Money Market Lending Office " means, as to each Bank, its Domestic Lending Office or such other office, branch or affiliate of such Bank as it may hereafter designate as its Money Market Lending Office by notice to the Borrower and the Administrative Agent; provided that any Bank may from time to time by notice to the Borrower and the Administrative Agent designate separate Money Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other hand, in which case all references herein to the Money Market Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require.

" Money Market LIBOR Loan " means a loan to be made by a Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the Prime Rate pursuant to Section 8.01(a)).

" Money Market Loan " means a Money Market LIBOR Loan or a Money Market Absolute Rate Loan.

" Money Market Margin " has the meaning set forth in Section 2.03(d).

" Money Market Quote " means an offer by a Bank to make a Money Market Loan in accordance with Section 2.03.

" Moody's " means Moody's Investors Service, Inc., and its successors.

" Multiple Employer Plan " means a single employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, which has two or more contributing sponsors, one of whom is the Borrower or a Subsidiary of the Borrower or any member of the ERISA Group, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA.

" Net Income " means, for any period, the sum of (i) the line item "net income" on the statement of operations of the Borrower and its Consolidated Subsidiaries plus (ii) the line item "minority interest" on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries at the last day of such period, each as it appears in the financial statements for such period delivered to the Banks pursuant to Section 5.03(b), and each calculated in accordance with generally accepted accounting principles as in effect from time to time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 on each such line item shall be excluded from the calculation thereof to the extent otherwise included therein.

" Non-Extending Bank " has the meaning set forth in Section 2.01(b).

" Notes " means promissory notes of the Borrower, substantially in the form of Exhibit A hereto, evidencing the obligation of the Borrower to repay the Loans, and " Note " means any one of such promissory notes issued hereunder.

" Notice of Borrowing " means a Notice of Committed Borrowing or a Notice of Money Market Borrowing.

" Notice of Committed Borrowing " has the meaning set forth in Section 2.02.

" Notice of Interest Rate Election " has the meaning set forth in Section 2.08.

" Notice of Money Market Borrowing " has the meaning set forth in Section 2.03(f).

" Participant " has the meaning set forth in Section 9.06(b).

" Patronage Capital Certificates " means those certificates that evidence the portion of Net Income allocated by the Borrower among its Members in accordance with applicable cooperative principles.

" PBGC " means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

" Person " means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

" Plan " means any multiemployer plan or single employer plan (including any Multiple Employer Plan), as defined in Section 4001 and subject to Title IV of ERISA, which is maintained or contributed to by, or at any time during the five calendar years preceding the date of this Agreement was maintained or contributed to by, the Borrower or a Subsidiary of the Borrower or any member of the ERISA Group.

" Pricing Schedule " means the Pricing Schedule attached hereto.

" Prime Rate " means the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York City from time to time as its Prime Rate.

" Prior Credit Agreements " means (i) the Revolving Five Year Credit Agreement, dated as of March 23, 2005, among the Borrower, the banks named therein, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and ABN Amro Bank, N.V., as Co-Documentation Agents, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent and (ii) the 364-Day Revolving Credit Agreement dated as of March 22, 2006, among the Borrower, the banks named therein, ABN Amro Bank, N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and The Royal Bank of Scotland PLC, as Co-Documentation Agents, The Bank of Nova Scotia, as Syndication Agent, and JP Morgan Chase Bank, N.A., as Administrative Agent, and " Prior Credit Agreement " means any of the foregoing agreements.

" Qualified Subordinated Indebtedness " means the Borrower's (i) 6.75% Subordinated Deferrable Interest Notes Due 2043, (ii) 7.40% Quarterly Income Capital Securities (Subordinated Deferrable Interest Debentures Due 2050), (iii) 6.10% Subordinated Deferrable Interest Notes Due 2044, (iv) 5.95% Subordinated Deferrable Interest Notes Due 2045 and (v) any other Indebtedness of the Borrower having substantially similar terms as to subordination as those contained in the instruments and documents relating to the foregoing Indebtedness or that would be junior to any of the foregoing; provided that such Indebtedness (a) will not mature prior to the Maturity Date and (b) does not require payments of principal prior to the Maturity Date, except pursuant to acceleration or at the option of the Borrower.

" REDLG Program Liens " means Liens on any asset of the Borrower required to be pledged as collateral to support obligations of the Borrower with respect to any government Guarantee provided pursuant to regulations issued under the Rural Electrification Act of 1936, 7 U.S.C. 901 et. seq., and the Farm Security and Rural Investment Act of 2002, Pub. L. 107-171, 116 Stat. 413 (" REDLG Obligations ") so long as such Guarantee supports long-term Indebtedness issued by the Borrower and permitted by Section 5.09.

" REDLG Obligations " has the meaning set forth in the definition of REDLG Program Liens.

" Regulation U " means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

" Regulation X " means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time.

" Reportable Event " means an event described in Section 4043(c) of ERISA or regulations promulgated by the Department of Labor thereunder (with respect to which the 30 day notice requirement has not been waived by the PBGC).

" Required Banks " means at any time Banks having at least 51% of the sum of the aggregate amount of the unused Commitments and the aggregate principal outstanding amount of the Loans.

" Revolving Credit Period " means the period from and including the Effective Date to but excluding the Commitment Termination Date.

" RUS " means the Rural Utilities Service of the Department of Agriculture of the United States of America (as successor to the Rural Electrification Administration of the Department of Agriculture of the United States of America) or any other regulatory body which succeeds to its functions.

" RUS Guaranteed Loan " means any loan made by any Person, which loan (x) bears interest at least equal to such Person's cost of funds and (y) is guaranteed, in whole or in part, as to principal and interest by the United States of America through the RUS pursuant to a guarantee, which guarantee contains provisions no less favorable to the holder thereof than the provisions set forth in the form of Exhibit B-1 or Exhibit B-2 hereto; and " Guaranteed Portion " of any RUS Guaranteed Loan means that portion of principal of, and interest on, such RUS Guaranteed Loan which is guaranteed by the United States of America through the RUS as provided in clause (y).

" S&P " means Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

" Securities and Exchange Commission " means the Securities and Exchange Commission or any other governmental authority succeeding to any or all of the functions of the Securities and Exchange Commission.

" SFAS 52 " means Statement of Financial Accounting Standards No. 52 entitled "Foreign Currency Translations", issued December, 1981 by the Financial Accounting Standards Board, as amended from time to time.

" SFAS 133 " means Statement of Financial Accounting Standards No. 133 entitled "Accounting for Derivative Instruments and Hedging Activities", issued June, 1998 by the Financial Accounting Standards Board as amended from time to time.

" Special Purpose Subsidiary " has the meaning set forth in Section 5.12.

" Start-up Investments " has the meaning set forth in Section 5.12.

" Subsidiary " of any Person means (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through its Subsidiaries, and (ii) any other Person in which such Person directly or indirectly through Subsidiaries has more than a 50% voting and equity interest; provided that no Person whose only assets are RUS Guaranteed Loans and investments incidental thereto shall be deemed a Subsidiary.

" Superior Indebtedness " means all Indebtedness of the Borrower and its Consolidated Subsidiaries (other than Members' Subordinated Certificates and Qualified Subordinated Indebtedness), but excluding (i) Indebtedness of the Borrower or any of its Consolidated Subsidiaries to the extent that the proceeds of such Indebtedness are used to fund Guaranteed Portions of RUS Guaranteed Loans and (ii) any indebtedness of any Member Guaranteed by the Borrower or any of its Consolidated Subsidiaries (" Guaranteed Indebtedness "), to the extent that either (x) the long-term unsecured debt of such Member is rated at least BBB+ by S&P or Baa1 by Moody's or (y) the payment of principal and interest by the Borrower or any of its Consolidated Subsidiaries in respect of such Guaranteed Indebtedness is covered by insurance or reinsurance provided by an insurer having an insurance financial strength rating of AAA by S&P or a financial strength rating of Aaa by Moody's.

" Syndication Agent " means The Bank of Nova Scotia, in its capacity as Syndication Agent hereunder, and its successors in such capacity.

" TIER " means, for any period, the ratio of (x) Net Income plus Interest Expense plus Derivative Cash Settlements to (y) Interest Expense plus Derivative Cash Settlements, in each case for such period.

"Type" refers to whether a Loan is a Base Rate Loan, a Euro-Dollar Loan, a Money Market Absolute Rate Loan or a Money Market LIBOR Loan.

" Utilization " means, at any date, the percentage equivalent of a fraction (i) the numerator of which is the aggregate outstanding principal amount of Loans at such date and (ii) the denominator of which is the aggregate amount of the Commitments at such date; provided that if any Loans remain outstanding following the termination of the Commitments, Utilization will be deemed to be 100% of the principal amount then outstanding.

Section 1.02. Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks.

Section 1.03. Types of Borrowings. The term " Borrowing " denotes the aggregation of Loans of one or more Banks to be made to the Borrower pursuant to Article 2 on a single date and for a single Interest Period. Borrowings are classified for purposes of this Agreement either by reference to the pricing of Loans comprising such Borrowing ( e.g. , a " Euro-Dollar Borrowing " is a Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions of Article 2 under which participation therein is determined ( i.e. , a " Committed Borrowing " is a Borrowing under Section 2.01(a) in which all Banks participate in proportion to their Commitments, while a " Money Market Borrowing " is a Borrowing under Section 2.03 in which the Bank participants are determined on the basis of their bids in accordance therewith).

ARTICLE 2
THE CREDITS

Section 2.01. Commitments to Lend . (a) Committed Loans . During the Revolving Credit Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the Borrower pursuant to this Section from time to time in amounts such that the aggregate principal amount of Committed Loans by such Bank at any one time outstanding shall not exceed the amount of its Commitment. Each Borrowing shall be in an aggregate principal amount of $10,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing may be in the maximum aggregate amount available in accordance with Section 3.03(d)) and shall be made from the several Banks ratably in proportion to their respective Commitments. Within the foregoing limits, the Borrower may borrow under this Section, repay or, to the extent permitted by Section 2.12, prepay Loans and reborrow at any time during the Revolving Credit Period under this Section.

(b) Extension of Commitments . The Commitment Termination Date may be extended from time to time but on not more than two occasions and otherwise in the manner and subject to the conditions set forth in this subsection (b), in each case for a period of up to one year from the date on which the Commitments would otherwise have terminated in full, if the Banks having at least 51% of the Commitments shall have notified the Administrative Agent of their agreement so to extend. If the Borrower wishes to request an extension of the Commitment Termination Date, it shall give written notice to that effect not less than 60 nor more than 90 days prior to any anniversary of the Effective Date (the " Applicable Anniversary Date ") to the Administrative Agent whereupon the Administrative Agent shall promptly notify each of the Banks of such request and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use commercially reasonable efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice by the Administrative Agent; provided that any Bank which fails to respond to such request within 30 days of such notice shall be deemed to have responded negatively. If less than all Banks respond affirmatively to such request within 30 days, then the Borrower may request each Bank that does not elect to extend the Commitment Termination Date (a " Non-Extending Bank ") to assign its Commitment (and any outstanding Loans of such Bank related thereto), no later than 15 days prior to the Applicable Anniversary Date then in effect, to one or more Assignees pursuant to Section 9.06(c), which Assignees will agree to extend the Commitment Termination Date, provided that each such Non-Extending Bank shall continue to be entitled to the rights under Section 9.03 for any period prior to the effectiveness of such assignment. If the Banks having at least 51% of the Commitments (including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to (i) receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by all the parties thereto, (ii) the fact that all fees, expenses and other amounts due in connection with such extensions or under this Agreement shall have been paid in full by the Borrower prior to giving effect to such extensions, (iii) the fact that no Default shall have occurred and be continuing, immediately prior to and after giving effect to such extension and (iv) the fact that the representations and warranties of the Borrower shall be true on and as of the effective date of such extension, the Commitment Termination Date shall, effective on the Applicable Anniversary Date, be extended for one year; provided that the Extension Agreement shall be executed and delivered no earlier than 20 days prior to the Commitment Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto, unless and until such Extension Agreement is so executed and delivered. Any request by the Borrower of an extension of the Commitment Termination Date pursuant to this subsection (b) shall be deemed to be a representation and warranty by the Borrower as of the effective date of such extension of the facts specified in clauses (ii), (iii) and (iv) of the immediately preceding sentence.

Section 2.02. Notice of Committed Borrowings . The Borrower shall give the Administrative Agent notice (a " Notice of Committed Borrowing ") not later

than 11:00 A.M. (New York City time) on (x) the date of such Borrowing, in the case of each Base Rate Borrowing, and (y) the third Euro-Dollar Business Day before such Borrowing, in the case of each Euro-Dollar Borrowing, specifying:

(a) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing,

(b) the aggregate amount of such Borrowing,

(c) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate or a Euro-Dollar Rate, and

(d) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period.

Notwithstanding the foregoing, no more than 15 Fixed Rate Borrowings shall be outstanding at any one time, and any Borrowing which would exceed such limitation shall be made as a Base Rate Borrowing.

Section 2.03. Money Market Borrowings . (a) In addition to Committed Borrowings pursuant to Section 2.01, the Borrower may, as set forth in this Section, request the Banks during the Revolving Credit Period to make offers to make Money Market Loans to the Borrower. The Banks may, but shall have no obligation to, make such offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section.

(b) Money Market Quote Request . When the Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by telex or facsimile transmission a Money Market Quote Request substantially in the form of Exhibit C hereto so as to be received no later than 10:00 A.M. (New York City time) on (x) the fourth Euro-Dollar Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Domestic Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying:

(i) the proposed date of Borrowing, which shall be a Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic Business Day in the case of an Absolute Rate Auction,

(ii) the aggregate amount of such Borrowing, which shall be $10,000,000 or any larger multiple of $1,000,000,

(iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and

(iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within four Euro-Dollar Business Days (or such other number of days as the Borrower and the Administrative Agent may agree) of any other Money Market Quote Request.

(c) Invitation for Money Market Quotes . Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the Banks by telex or facsimile transmission an Invitation for Money Market Quotes substantially in the form of Exhibit D hereto, which shall constitute an invitation by the Borrower to each Bank to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section.

(d) Submission and Contents of Money Market Quotes . (i) Each Bank may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices specified in or pursuant to Section 9.01 not later than (x) 9:30 A.M. (New York City time) on the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) 8:30 A.M. (New York City time) on the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:15 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. Subject to Articles 3 and 6, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower.

(ii) Each Money Market Quote shall be in substantially the form of Exhibit E hereto and shall in any case specify:

(A) the proposed date of Borrowing,

(B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Bank, (x) must be $1,000,000 or any larger multiple thereof, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to principal amount of Money Market Loans for which offers being made by such quoting Bank may be accepted,

(C) in the case of a LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the " Money Market Margin ") offered for each such Money Market Loan, expressed as a percentage (rounded to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate,

(D) in the case of an Absolute Rate Auction, the rate of interest per annum (rounded to the nearest 1/10,000 ^th of 1%) (the " Money Market Absolute Rate ") offered for each such Money Market Loan, and

(E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Money Market Quotes.

(iii) Any Money Market Quote shall be disregarded if it:

(A) is not substantially in conformity with Exhibit E hereto or does not specify all of the information required by subsection (d)(ii),

(B) contains qualifying, conditional or similar language,

(D) arrives after the time set forth in subsection (d)(i).

(e) Notice to Borrower . The Administrative Agent shall promptly notify the Borrower of the terms (x) of any Money Market Quote submitted by a Bank that is in accordance with subsection (d) and (y) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is

submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent's notice to the Borrower shall specify (A) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (B) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (C) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted.

(f) Acceptance and Notice by Borrower . Not later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a " Notice of Money Market Borrowing ") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The Borrower may accept any Money Market Quote in whole or in part; provided that:

(i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request,

(ii) the aggregate principal amount of each Money Market Borrowing must be $10,000,000 or any larger multiple of $1,000,000,

(iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be, and

(iv) the Borrower may not accept any offer that is described in subsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

(g) Allocation by Agent . If offers are made by two or more Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Banks as nearly as possible (in such multiples, not greater than $100,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Section 2.04. Notice to Banks; Funding of Loans . (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower.

(b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address.

(c) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b), or remitted by the Borrower to the Administrative Agent as provided in Section 2.13, as the case may be.

(d) Unless the Administrative Agent shall have been notified by any Bank prior to the date of Borrowing (or prior to 1:00 P.M. (New York City time) on the date of Borrowing in the case of a Base Rate Borrowing) that such Bank does not intend to make available to the Administrative Agent such Bank's portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Bank has made such amount available to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount, subject to the provisions of subsection (c). If such corresponding amount is not in fact made available to the Administrative Agent by such Bank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Bank or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) in the case of a Bank, the Federal Funds Rate for each such day and (y) in the case of the Borrower, the then applicable rate for Base Rate Loans, Euro-Dollar Loans or Money Market Loans, as appropriate. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Bank as a result of any default by such Bank hereunder. For purposes

of this subsection (d), no amount paid to the Administrative Agent hereunder shall be considered to have been recovered by the Administrative Agent on the date of payment unless such amount shall have been received by the Administrative Agent by 2:30 P.M. (New York City time) on such date.

Section 2.05. Notes . (a) Any Bank may request that the Loans of such Bank be evidenced by a single Note payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Loans.

(b) Each Bank that has requested that its Loans be evidenced by a Note may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular Type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type. Each reference in this Agreement to the " Note " of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require.

(c) Upon receipt of each Bank's Note pursuant to Section 3.01(b), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required.

Section 2.06. Maturity of Loans . Each Loan hereunder shall mature, and the principal amount thereof shall be due and payable on the Maturity Date with respect to such Loan.

Section 2.07. Interest Rates . (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the Base Rate for such day. Such interest shall be payable for each Interest Period on the last day thereof and, with respect to the principal amount of any Base Rate Loan that is prepaid or converted to a Euro-Dollar Loan, on the date of such prepayment or conversion. Any overdue principal of or interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate Loans for such day.

(b) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per

annum equal to the sum of the Euro-Dollar Margin plus the applicable Adjusted London Interbank Offered Rate. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, three months after the first day thereof and, with respect to the principal amount of any Euro-Dollar Loan that is prepaid or converted to a Base Rate Loan, on the date of such prepayment or conversion.

The " Adjusted London Interbank Offered Rate " applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

The " London Interbank Offered Rate " applicable to any Interest Period means the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which deposits in dollars are offered to each of the Euro-Dollar Reference Banks in the London interbank market at approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to which such Interest Period is to apply and for a period of time comparable to such Interest Period.

" Euro-Dollar Reserve Percentage " means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion dollars in respect of "Eurocurrency liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Euro-Dollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Bank to United States residents). The Adjusted London Interbank Offered Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage.

(c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the higher of (i) the sum of the Euro-Dollar Margin plus the Adjusted London Interbank Offered Rate applicable to such Loan and (ii) the Euro-Dollar Margin plus the quotient obtained (rounded upwards, if necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per annum at which one day (or, if such amount due remains unpaid more than three Euro-Dollar Business Days, then for such other period of time not longer than six months as the Administrative Agent may select) deposits in dollars in an amount approximately equal to such overdue payment due to each of the Euro-Dollar

Reference Banks are offered to such Euro-Dollar Reference Bank in the London interbank market for the applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the circumstances described in clause (a) or (b) of Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day).

(d) Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of the London Interbank Offered Rate for such Interest Period (determined in accordance with Section 2.07(b) as if each Euro-Dollar Reference Bank were to participate in the related Money Market LIBOR Borrowing ratably in proportion to its Commitment) plus (or minus) the Money Market Margin quoted by the Bank making such Loan in accordance with Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by the Bank making such Loan in accordance with Section 2.03. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. Any overdue principal of or interest on any Money Market Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Prime Rate for such day.

(e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Banks of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

(f) Each Euro-Dollar Reference Bank agrees to use its best efforts to furnish quotations to the Administrative Agent as contemplated by this Section. If either Euro-Dollar Reference Bank does not furnish a timely quotation, the Administrative Agent shall determine the relevant interest rate on the basis of the quotation or quotations furnished by the remaining Euro-Dollar Reference Bank or, if none of such quotations is available on a timely basis, the provisions of Section 8.01 shall apply.

Section 2.08. Method of Electing Interest Rates . (a) The Loans included in each Committed Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions of Article 8), as follows:

(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;

(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans as of any Domestic Business Day, subject to Section 2.14 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans, or may elect to continue such Loans as Euro-Dollar Loans, as of the end of any Interest Period applicable thereto, for an additional Interest Period.

Each such election shall be made by delivering a notice (a " Notice of Interest Rate Election ") to the Administrative Agent not later than 10:30 A.M. (New York City time) on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) such portion, and the remaining portion to which such Notice does not apply, are each at least $10,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely received before the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.

(b) Each Notice of Interest Rate Election shall specify:

(i) the Group of Loans (or portion thereof) to which such notice applies;

(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a);

(iii) if the Loans comprising such Group are to be converted to Euro-Dollar Loans, the duration of the next succeeding Interest Period applicable thereto; and

(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.

(c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent shall notify each Bank of the contents thereof and such notice shall not thereafter be revocable by the Borrower.

(d) The Borrower shall not be entitled to elect to convert any Committed Loans to, or continue any Committed Loans for an additional Interest

Period as, Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-Dollar Loans created or continued as a result of such election would be less than $10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent.

(e) If any Committed Loan is converted to a different Type of Loan, the Borrower shall pay, on the date of such conversion, the interest accrued to such date on the principal amount being converted.

Section 2.09. Fees . (a) Facility Fee . The Borrower shall pay to the Administrative Agent for the account of each Bank facility fees accruing at the Facility Fee Rate on the daily average amount of such Bank's Commitment (whether used or unused), for the period from and including the Effective Date to but excluding the date such Bank's Commitment is terminated; provided that, if such Bank continues to have any Committed Loans outstanding after its Commitment terminates, then such facility fee shall continue to accrue on the daily outstanding principal amount of such Bank's Committed Loans from and including the date on which its Commitment terminates to but excluding the date on which such Bank ceases to have any Committed Loans outstanding. Accrued facility fees shall be payable on each January 1, April 1, July 1, and October 1 and on the date the Commitment of such Bank is terminated (and, if later, on the date the Loans of such Bank shall be repaid in their entirety); provided that any facility fees accruing after the Commitment Termination Date shall be payable on demand.

(b) Utilization Fee. During any period when Utilization exceeds 50%, the Borrower shall pay to the Administrative Agent for the account of each Bank utilization fees at a rate of 0.050% per annum accruing on the average daily aggregate outstanding principal amount of the Loans of such Bank. Such utilization fees for each Loan shall be payable on each date on which interest is payable with respect to such Loan pursuant to Section 2.07, and on the date the Commitment of such Bank is terminated (and, if later, on the date the Loans of such Bank shall be repaid in their entirety); provided that any utilization fees accruing after the Commitment Termination Date shall be payable on demand.

(c) Agents' Fees. The Borrower shall pay to the Administrative Agent and the Syndication Agent, each for its own account, one or more fees in such amounts and at such times as has been previously agreed between the Borrower and each of them.

Section 2.10. Optional Termination or Reduction of Commitments . During the Revolving Credit Period, the Borrower may, upon at least three Domestic Business Days' notice to the Administrative Agent (which notice the Administrative Agent will promptly deliver to the Banks), (i) terminate the Commitments at any time, if no Loans are outstanding at such time or (ii) ratably reduce from time to time by an aggregate amount of $10,000,000 or any larger multiple of $1,000,000, the aggregate amount of the Commitments in excess of the aggregate outstanding principal amount of the Loans.

Section 2.11. Mandatory Termination of Commitments . The Commitments shall terminate on the Commitment Termination Date; provided that the Commitment of any Non-Extending Bank shall terminate on the Commitment Termination Date in effect immediately prior to giving effect to the extension of such date pursuant to Section 2.01(b).

Section 2.12. Optional Prepayments . (a) Subject in the case of Euro-Dollar Loans to Section 2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Group of Base Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of Loans (or such Money Market Borrowing).

(b) Except as provided in Section 2.12(a), the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof.

(c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Section 2.13. General Provisions as to Payments . (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 1:00 P.M. (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is

extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

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

Section 2.14. Funding Losses . If the Borrower makes any payment of principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is converted to a different type of Loan (whether such payment or conversion is pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last day of the Interest Period applicable thereto, or the end of an applicable period fixed pursuant to Section 2.07(c), or if the Borrower fails to borrow, prepay, convert or continue any Fixed Rate Loans after notice has been given to any Bank in accordance with Section 2.04(a), 2.08(c) or 2.12(c) the Borrower shall reimburse each Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or conversion or failure to borrow, prepay, convert or continue; provided that such Bank shall have delivered to the Borrower a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error.

Section 2.15. Computation of Interest and Fees . Interest based on the Prime Rate and fees hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

Section 2.16. Withholding Tax Exemption . At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of (i) United States Internal Revenue Service Form W-8BEN (or any successor form), certifying that such Bank is entitled to benefits under an income tax treaty to which the United States is a party which exempts such Bank from

United States withholding tax or reduces the rate of withholding tax on payments received for the account of such Bank under this Agreement and the Notes, or (ii) United States Internal Revenue Service Form W-8ECI (or any successor form), certifying that the income receivable by such Bank under this Agreement and the Notes is effectively connected with the conduct of a trade or business in the United States. Each Bank which so delivers a Form W-8BEN or W-8ECI further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying to the effect set forth in clause (i) or (ii) above, as applicable, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Borrower and the Administrative Agent that it is not capable of making the certifications set forth in clause (i) or (ii) above, as applicable.

Section 2.17. Increase of Commitments . (a) Upon at least 15 days' prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Effective Date, does not exceed $250,000,000.

(b) Any such increase in the Commitments hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank whose Commitment is to be increased shall consent to such increase, (ii) the amount set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in

conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent.

(c) It is understood that any increase in the amount of the Commitments pursuant to this Section 2.17 shall not constitute an amendment of this Agreement or the Notes.

ARTICLE 3
CONDITIONS

Section 3.01. Effectiveness . This Agreement shall become effective on the date (the " Effective Date ") on which the Administrative Agent shall have received the following documents or other items, each dated the Effective Date unless otherwise indicated:

(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);

(b) receipt by the Administrative Agent for the account of each Bank that has requested a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05;

(c) receipt by the Administrative Agent of an opinion of John Jay List, Esq., General Counsel of the Borrower, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent;

(d) receipt by the Administrative Agent of an opinion of Davis Polk & Wardwell, special counsel for the Administrative Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Administrative Agent;

(e) receipt by the Administrative Agent of a certificate signed by the Chief Financial Officer or the Chief Executive Officer and an Assistant Secretary-

Treasurer or the Controller of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of the Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance;

(f) receipt by the Administrative Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;

(g) evidence satisfactory to the Administrative Agent that arrangements have been made for payment in full of all amounts owed under the Prior Credit Agreements;

(h) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank of all fees required to be paid in the respective amounts heretofore mutually agreed, and all expenses for which invoices have been presented, on or before the Effective Date; and

(i) receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent.

The Administrative Agent shall promptly notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Section 3.02. Prior Credit Agreement s . (a) On the Effective Date, the "Commitments" as defined in each of the Prior Credit Agreements shall terminate, without further action by any party thereto, except that Sections 2.14, 7.05, 7.06, 8.03 and 9.03 of each of the Prior Credit Agreements (and Section 2.13 and Article 9 of each of the Prior Credit Agreements insofar as they relate to such foregoing Sections) shall survive such termination and any related payment of amounts owed under each of the Prior Credit Agreements.

(b) The Banks which are parties to each Prior Credit Agreement, comprising the "Required Banks" as defined therein, hereby waive any requirement of notice of termination of the "Commitments" (as defined in such Prior Credit Agreement) pursuant to Section 2.10 thereof and of prepayment of loans thereunder to the extent necessary to give effect to Section 3.01(g) hereof; provided that any such prepayment of Loans shall be subject to Section 2.14 of such Prior Credit Agreement.

Section 3.03. Borrowings . The obligation of any Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following

conditions, in each case at the time of such Borrowing and immediately thereafter:

(a) the fact that the Effective Date shall have occurred on or prior to March 21, 2007;

(b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be;

(c) the fact that the Borrower is in compliance with Section 7.12(a) of the 1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof;

(d) the fact that the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments;

(e) the fact that no Default shall have occurred and be continuing;

(f) the fact that the representations and warranties of the Borrower (in the case of a Borrowing, other than the representation set forth in Section 4.02(c)) contained in this Agreement shall be true (it being understood and agreed that the representation and warranty set forth in Section 4.12 shall be true and correct as to all information furnished prior to the making of the respective Loan); and

(g) the fact that

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