Revolving Credit Agreement

Exhibit 10.69

 

 

Acadia Strategic Opportunity Fund III LLC,
a Delaware limited liability company
As Borrower

Acadia Realty Acquisition III LLC,
a Delaware limited liability company
As Managing Member

Acadia Realty Limited Partnership,
a Delaware limited partnership
As Guarantor

Acadia Investors III, Inc.,
a Maryland corporation
As Pledgor

Revolving Credit Agreement

Bank of America, N.A.
As Administrative Agent

Banc of America Securities LLC
As Sole Lead Arranger and Sole Book Manager

YC Susi Trust,
As Conduit Lender

Bank of America, N.A.
As an Administrator, Alternate Lender and Managing Agent
and
The Other Conduit Lenders, Administrators,
Alternate Lenders and Managing Agents
From Time to Time Party Hereto

October 10, 2007

 

 

TABLE OF CONTENTS

						Page
1.		DEFINITIONS					1
		1.1.		Defined Terms			1
		1.2.		Other Definitional Provisions			28
		1.3.		Letter of Credit Amounts			29
2.		LOANS AND LETTERS OF CREDIT					29
		2.1.		The Commitment			29
		2.2.		Revolving Credit Commitment			32
		2.3.		Borrowing Procedures			32
		2.4.		Determination of Yield and Interest Periods			36
		2.5.		Letters of Credit			36
		2.6.		Payment of Borrower Guaranty			45
		2.7.		Use of Proceeds and Letters of Credit			46
		2.8.		Administrative Agent and Arranger Fees			46
		2.9.		Unused Facility Fee			46
		2.10.		Letter of Credit Fees			46
		2.11.		Computation of Interest and Fees			46
		2.12.		Increase in the Facility Amount			47
3.		PAYMENT OF OBLIGATIONS					47
		3.1.		Notes			47
		3.2.		Payment of Obligations			48
		3.3.		Payment of Interest			48
		3.4.		Payments Generally			49
		3.5.		Voluntary Prepayments			50
		3.6.		Reduction or Early Termination of Commitments			51
		3.7.		Lending Office			51
4.		CHANGE IN CIRCUMSTANCES					52
		4.1.		Taxes			52
		4.2.		Illegality			53
		4.3.		Inability to Determine Rates			53
		4.4.		Increased Cost and Capital Adequacy			54

TABLE OF CONTENTS
(continued)

						Page
		4.5.		Funding Losses			55
		4.6.		Matters Applicable to all Requests for Compensation			55
		4.7.		Prohibited Event			56
5.		SECURITY					56
		5.1.		Liens and Security Interest			56
		5.2.		Collateral Account; Capital Calls			57
		5.3.		Agreement to Deliver Additional Collateral Documents			59
		5.4.		Subordination of All Credit Party Claims			60
6.		[RESERVED]					61
7.		ADDITIONAL ALTERNATE LENDER PROVISIONS					61
		7.1.		Assignment to Alternate Lenders			61
		7.2.		Downgrade of Alternate Lender			62
8.		CONDITIONS PRECEDENT TO LENDING					65
		8.1.		Obligation of Lenders			65
		8.2.		Qualified Borrower Loans and Letters of Credit			68
		8.3.		All Loans and Letters of Credit			69
9.		REPRESENTATIONS AND WARRANTIES					69
		9.1.		Organization and Good Standing of Borrower			69
		9.2.		Organization and Good Standing of Managing Member			69
		9.3.		Organization and Good Standing of Guarantor			70
		9.4.		Organization and Good Standing of Pledgor			70
		9.5.		Authorization and Power			70
		9.6.		No Conflicts or Consents			70
		9.7.		Enforceable Obligations			70
		9.8.		Priority of Liens			70
		9.9.		Financial Condition			71
		9.10.		Full Disclosure			71
		9.11.		No Default			71
		9.12.		No Litigation			71
		9.13.		Material Adverse Change			71

TABLE OF CONTENTS
(continued)

						Page
		9.14.		Taxes			71
		9.15.		Jurisdiction of Formation; Principal Office			71
		9.16.		ERISA Compliance			72
		9.17.		Compliance with Law			72
		9.18.		Hazardous Substances			72
		9.19.		Insider			72
		9.20.		Properties			72
		9.21.		Operating Structure			72
		9.22.		Capital Commitments and Contributions			73
		9.23.		Fiscal Year			73
		9.24.		Investment Company Act			73
		9.25.		Margin Stock			73
		9.26.		Foreign Asset Control Laws			73
		9.27.		Brokers’ Fees			73
		9.28.		Solvency			73
		9.29.		Managing Member Representation			73
		9.30.		Guarantor Representation			73
		9.31.		Pledgor Representation			74
		9.32.		Investments			74
		9.33.		Investor Documents			74
		9.34.		Advisory Committee			74
10.		AFFIRMATIVE COVENANTS					74
		10.1.		Financial Statements, Reports and Notices			74
		10.2.		Payment of Taxes			76
		10.3.		Maintenance of Existence and Rights			76
		10.4.		Notice of Default			76
		10.5.		Other Notices			76
		10.6.		Compliance with Loan Documents, Operating Agreement, Partnership Agreement and Stockholders Agreement			77
		10.7.		Books and Records; Access			77

TABLE OF CONTENTS
(continued)

						Page
		10.8.		Compliance with Law			77
		10.9.		Insurance			77
		10.10.		Authorizations and Approvals			77
		10.11.		Maintenance of Liens			77
		10.12.		Further Assurances			78
		10.13.		Investor Financial and Rating Information			78
		10.14.		Certain Included Investor Requirements			78
		10.15.		Covenants of Qualified Borrowers			78
11.		NEGATIVE COVENANTS					78
		11.1.		Mergers			79
		11.2.		Negative Pledge			79
		11.3.		Fiscal Year and Accounting Method			79
		11.4.		Constituent Documents			79
		11.5.		Transfer by, or Admission of, Investors			80
		11.6.		Capital Commitments			80
		11.7.		ERISA Compliance			81
		11.8.		Environmental Matters			81
		11.9.		Dissolution			81
		11.10.		Limitations on Dividends and Distributions			81
		11.11.		Limitation on Debt			81
		11.12.		Limitation on Managing Member’s Activities			81
		11.13.		Limitation on Pledgor’s Activities			81
		11.14.		Limitation on Guarantor’s Activities			82
		11.15.		Investor Withdrawal			82
12.		EVENTS OF DEFAULT					82
		12.1.		Events of Default			82
		12.2.		Remedies Upon Event of Default			84
		12.3.		Performance by Administrative Agent			85
13.		AGENCY PROVISIONS					85
		13.1.		Appointment and Authorization of Agents			85

TABLE OF CONTENTS
(continued)

						Page
		13.2.		Delegation of Duties			86
		13.3.		Exculpatory Provisions			86
		13.4.		Reliance on Communications			87
		13.5.		Notice of Default			87
		13.6.		Non-Reliance on Agents and Other Lenders			87
		13.7.		Indemnification			88
		13.8.		Agents in Their Individual Capacity			88
		13.9.		Successor Agent			89
		13.10.		No Other Duties, Etc			89
		13.11.		Administrative Agent May File Proofs of Claim			89
14.		MISCELLANEOUS					90
		14.1.		Amendments			90
		14.2.		Setoff			92
		14.3.		Sharing of Payments			92
		14.4.		Payments Set Aside			93
		14.5.		Waiver			93
		14.6.		Payment of Expenses			94
		14.7.		Notice			96
		14.8.		GOVERNING LAW			97
		14.9.		Choice of Forum; Consent to Service of Process and Jurisdiction; Waiver of Trial by Jury			97
		14.10.		Invalid Provisions			98
		14.11.		Entirety and Amendments			98
		14.12.		Successors and Assigns			98
		14.13.		Lender Default			103
		14.14.		Replacement of Lender			103
		14.15.		Maximum Interest			103
		14.16.		Headings			104
		14.17.		Survival			104
		14.18.		Integration			104

TABLE OF CONTENTS
(continued)

						Page
		14.19.		Limited Liability of Investors			104
		14.20.		Confidentiality			104
		14.21.		USA PATRIOT Act Notice			105
		14.22.		Multiple Counterparts			106
		14.23.		No Bankruptcy Petition Against any Conduit Lender			106
		14.24.		No Recourse Against any Conduit Lender			106

SCHEDULES
SCHEDULE 1.1		Commitments
SCHEDULE 14.7		Address and Account Information
SCHEDULE 14.12(b)		Processing & Recording Fees

EXHIBITS
EXHIBIT A:		Schedule of Investors and Commitments
EXHIBIT B-1:		Form of Note
EXHIBIT B-2:		Form of Qualified Borrower Note
EXHIBIT B-3:		Form of Qualified Borrower Letter of Credit Note
EXHIBIT C:		Form of Loan Notice
EXHIBIT D-1:		Form of Request for Letter of Credit
EXHIBIT D-2:		Form of Letter of Credit
EXHIBIT E:		Form of Borrower and Managing Member Security Agreement
EXHIBIT F:		Form of Account Assignment
EXHIBIT G:		Form of Facility Increase Request
EXHIBIT H:		Form of Borrowing Base Certificate
EXHIBIT I:		Form of Investor Letter
EXHIBIT J:		[Reserved]
EXHIBIT K:		[Reserved]
EXHIBIT L:		Form of Capital Contributions Pledge Agreement
EXHIBIT M:		Form of Assignment and Assumption Agreement
EXHIBIT N:		Form of Borrower Guaranty
EXHIBIT O:		Form of Compliance Certificate
EXHIBIT P:		Form of Guaranty of Capital

REVOLVING CREDIT AGREEMENT

      THIS REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this “ Credit Agreement ”) is dated as of October 10, 2007 by and among ACADIA STRATEGIC OPPORTUNITY FUND III LLC , a Delaware limited liability company (the “ Borrower ”), ACADIA REALTY ACQUISITION III LLC , a Delaware limited liability company (the “ Managing Member ”), ACADIA REALTY LIMITED PARTNERSHIP , a Delaware limited partnership (the “ Guarantor ”) ACADIA INVESTORS III, INC. , a Maryland corporation (the “ Pledgor ”), YC SUSI Trust , as Conduit Lender, BANK OF AMERICA, N.A. , a national banking association (in its individual capacity, “ Bank of America ”), as administrative agent (together with any successor appointed pursuant to Section 13.9 below, the “ Administrative Agent ”) for the Lenders, as an Alternate Lender, as an Administrator and as a Managing Agent, and each of the other Persons from time to time party hereto as Lenders, Managing Agents and Administrators (all such terms, as hereinafter defined).

A. Borrower, Managing Member, Guarantor and Pledgor have requested that Lenders make loans and cause the issuance of letters of credit to Borrower and Qualified Borrowers (as hereinafter defined) for the principal purposes of providing working capital to the Borrower; financing the costs and other expenses to be incurred by Borrower in connection with making investments permitted under the Operating Agreement (as hereinafter defined); and financing the costs of other undertakings by Borrower permitted under the Operating Agreement; and

B. Lenders are willing to lend funds and to cause the issuance of letters of credit upon the terms and subject to the conditions set forth in this Credit Agreement.

      NOW, THEREFORE , in consideration of the mutual promises herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

     1.1. Defined Terms . For the purposes of this Credit Agreement, unless otherwise expressly defined, the following terms shall have the respective meanings assigned to them in this Section 1 or in the Section or recital referred to:

     “ Account Assignment ” means that certain assignment of the Collateral Account substantially in the form of Exhibit F , dated the date hereof, executed by Borrower in favor of Administrative Agent for the benefit of the Secured Parties.

     “ Adequately Capitalized ” means in compliance with the capital standards for bank holding companies as described in the Bank Holding Company Act of 1956, as amended, and regulations promulgated thereunder.

     “ Administrative Agent ” is defined in the first paragraph hereof.

Acadia Strategic Opportunity Fund III LLC
Revolving Credit Agreement

     “ Administrative Agent’s Account ” means the account designated from time to time by the Administrative Agent for payments by the Borrower Parties pursuant to this Credit Agreement.

     “ Administrative Agent’s Office ” means Administrative Agent’s address set forth on Schedule 14.7 or such other address as Administrative Agent may from time to time notify the Borrower and the Lenders in writing.

     “ Administrator ” means: (a) with respect to YC SUSI, Bank of America or an Affiliate thereof; and (b) with respect to any other Conduit Lender, the Person designated by such Conduit Lender as its “Administrator”, which Person becomes a party to this Credit Agreement in such capacity.

     “ Affiliate ” of any Person means any other Person that, directly or indirectly, controls or is controlled by, or is under common control with, such Person. For the purpose of this definition, “control” and the correlative meanings of the terms “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares or partnership interests or by contract or otherwise.

     “ Agent-Related Persons ” means each Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates.

     “ Agents ” means, collectively, Administrative Agent, Letter of Credit Issuer, Administrators, Managing Agents, the Arranger and any successors and assigns in such capacities.

     “ Alternate Lender Percentage ” means, with respect to any Lender Group, at any time, a fraction, expressed as a percentage, the numerator of which is the portion of the Loans funded by the Alternate Lenders of such Lender Group and the denominator of which is the aggregate Loans at such time of such Lender Group; provided that at all times on and after the first Assignment Date occurring on or after the Conduit Investment Termination Date for the Conduit Lender related to such Lender Group, the Alternate Lender Percentage for such Lender Group means 100%.

     “ Alternate Lender Pro Rata Share ” means, with respect to each Alternate Lender and any Lender Group, the percentage obtained from the fraction: (a) the numerator of which is the Commitment of such Alternate Lender; and (b) the denominator of which is the aggregate Commitments of all Alternate Lenders in the related Lender Group.

     “ Alternate Lenders ” means: (a) for the YC SUSI Lender Group, Bank of America and any assignees thereof that shall become party hereto pursuant to Section 7 or Section 14.12 ; and (b) for any other Lender Group, the “Alternate Lenders” specified therefore who become parties hereto and any assignees thereof that shall become party hereto pursuant to Section 7 or Section 14.12 .

     “ Alternate Rate ” means, for any Interest Period for any Portion of Loans for any Lender Group, an interest rate per annum as provided in the Fee Letter above the LIBOR Rate for such Interest Period; provided, however, that in the case of:

     (a) any Interest Period of one to (and including) 14 days;

     (b) any Interest Period which commences prior to the related Managing Agent receiving at least three (3) Business Days notice thereof; or

     (c) any Interest Period relating to a Portion of Loans which is less than $5,000,000;

     the “ Alternate Rate ” for each such Interest Period shall be an interest rate per annum equal to the Base Rate in effect on each day of such Interest Period. The “ Alternate Rate ” for any date on or after the occurrence of an Event of Default or the Maturity Date shall be the Default Rate.

     “ Applicable Margin ” has the meaning provided in the Fee Letter.

     “ Applicable Requirement ” means, for any Included Investor that is (or whose Credit Provider, if applicable, is): (a) a Bank Holding Company, Adequately Capitalized status or better and a Rating of BBB/Baa2 or higher; (b) an insurance company, a Best’s Rating of A- or higher and a Rating of BBB/Baa2 or higher; (c) an ERISA Investor, or the trustee or nominee of an ERISA Investor, in addition to the Sponsor’s Rating of BBB/Baa2 or higher, a minimum Funding Ratio for the related pension fund based on the Rating of the Sponsor of the related pension fund as follows:

Sponsor Rating		Minimum Funding Ratio
A-/A3 or higher		No minimum
BBB+/Baa1			90%
BBB/Baa2			95%

     (d) a Governmental Plan Investor, or the Responsible Party with respect to such Governmental Plan Investor, in addition to the Responsible Party’s Rating of BBB/Baa2 or higher, a minimum Funding Ratio for the pension fund based on the Rating of the Responsible Party as follows:

Responsible Party Rating		Minimum Funding Ratio
A-/A3 or higher		No minimum
BBB+/Baa1			90%
BBB/Baa2			95%;

     and (e) otherwise a Rated Investor, a Rating of BBB/Baa2 or higher.

     The first Rating indicated in each case above is the S&P Rating and the second Rating indicated in each case above is the Moody’s Rating. In the event that the S&P and Moody’s Ratings are not equivalent, then the Applicable Requirement shall be based on the lower of the two. If any such Person has only one Rating, from either S&P or Moody’s, then that Rating shall apply.

     “ Application and Agreement for Letter of Credit ” means an application and agreement for standby letter of credit by, between and among Borrower and a Qualified Borrower, on the one hand, and the Letter of Credit Issuer, on the other hand, in a form acceptable to the Letter of Credit Issuer (and customarily used by it in similar circumstances) and conformed to the terms of this Credit Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, renewed, or extended, provided, however , to the extent that the terms of such Application and Agreement are inconsistent with the terms of this Credit Agreement, the terms of this Credit Agreement shall control.

     “ Approved Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, that is administered or managed by: (a) a Lender; (b) an Affiliate of a Lender; or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “ Arranger ” is defined in the preamble to this Credit Agreement.

     “ Assignee ” is defined in Section 14. 12(b) hereof.

     “ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

     “ Assignment Amount ” means, with respect to an Alternate Lender at the time of any assignment pursuant to Section 7.1 by any Conduit Lender in such Alternate Lender’s Lender Group, an amount equal to the least of: (a) such Alternate Lender’s Alternate Lender Pro Rata Share of the Obligations requested by such Conduit Lender to be assigned at such time; (b) such Alternate Lender’s unused Commitment ( minus the sum of (i) the unrecovered principal amount of such Alternate Lender’s investments in such Obligations pursuant to the Program Support Agreement to which it is a party and (ii) such Alternate Lender’s Alternate Lender Pro Rata Share of the applicable Lender Group Percentage of the Letter of Credit Liability); and (c) in the case of an assignment on or after the Conduit Investment Termination Date for the Conduit Lender related to such Lender Group, (i) such Alternate Lender’s Alternate Lender Pro Rata Share of the applicable Conduit Lender Percentage of the Lender Group Percentage of the Borrowing Base minus (ii) such Alternate Lender’s Alternate Lender Pro Rata Share of the applicable Lender Group Percentage of the Letter of Credit Liability.

     “ Assignment and Assumption Agreement ” means the agreement contemplated by Section 14.12(b) hereof, pursuant to which any Lender assigns all or any portion of its rights and obligations hereunder, which agreement shall be substantially in the form of Exhibit M attached hereto.

     “ Assignment Date ” is defined in Section 7. 1(a) hereof.

     “ Assignment Fee ” is defined in Schedule 14. 12(b) hereto.

     “ Attorney Costs ” means and includes all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel.

     “ Auto-Extension Letter of Credit ” is defined in Section 2. 5(b)(iii) .

     “ Availability Period ” means the period commencing on the Closing Date and ending on the Maturity Date.

     “ Available Loan Amount ” means, at any time, the lesser of (a) the Facility Amount at such time; or (b) the Borrowing Base at such time.

     “ Bank Holding Company ” means a “ bank holding company ” as defined in Section  2(a) of the Bank Holding Company Act of 1956, as amended, or a non-bank subsidiary of such bank holding company.

     “ Bank of America ” is defined in the preamble to this Credit Agreement.

     “ Base Rate ” means, for any day for any Portion of Loans for any Lender Group, a fluctuating rate per annum equal to the higher of: (a) the Federal Funds Rate for such day, plus the Applicable Margin; and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “ prime rate ”, plus the Applicable Margin. The “ prime rate ” is a rate set by Bank of America based upon various factors including Bank of America’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. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

     “ Best ‘ s Rating ” means a “ Best ‘ s Rating ” by A.M. Best Company.

     “ Borrower ” is defined in the preamble to this Credit Agreement.

     “ Borrower and Managing Member Security Agreement ” means that certain Security Agreement, substantially in the form of Exhibit E , executed and delivered by Borrower and Managing Member in favor of Administrative Agent for the benefit of Secured Parties.

     “ Borrower Guaranty ” means an unconditional guaranty of payments in the form of Exhibit N attached hereto, enforceable against Borrower for the payment of a Qualified Borrower’s debt or obligation to Secured Parties; and “ Borrower Guaranties ” means such guaranties, collectively.

     “ Borrower Parties ” means Borrower and each Qualified Borrower; and “ Borrower Party ” means any of them.

     “ Borrowing ” means a disbursement made by Lenders with respect to Loans hereunder (including any reimbursement of the Letter of Credit Issuer following a draw on a Letter of Credit) and “ Borrowings ” means the plural thereof.

     “ Borrowing Base ” means the sum of (a) ninety percent (90%) of the Eligible Available Contributions of the Included Investors at such time; and (b) sixty-five percent (65%) of the Eligible Available Contributions of the Designated Investors at such time.

     “ Borrowing Base Certificate ” means the certificate setting forth the calculation of the Borrowing Base in the form of Exhibit H .

     “ Borrowing Base Deficit ” means, on any date of determination, the amount (if any) by which: (a) the Principal Obligation is in excess of (b) the Borrowing Base.

     “ Business Day ” means any day of the year except a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York or the city of Charlotte, North Carolina.

     “ Capital Call ” means a call upon all or any of the Investors for payment of all or any portion of their Unfunded Capital Commitments pursuant to and in accordance with the terms of the Stockholders Agreement, the Partnership Agreement and/or the Operating Agreement, as applicable.

     “ Capital Call Notice ” means any notice sent to an Investor for the purpose of making a Capital Call.

     “ Capital Call Notice Date ” is defined in Section 5. 2(c) hereof.

     “ Capital Commitment ” means the commitment of each Investor to fund Capital Contributions, directly or indirectly, to a Credit Party in the amount set forth in, and pursuant to the terms of, the Stockholders Agreement, the Partnership Agreement and/or the Operating Agreement, as applicable.

     “ Capital Contribution ” means for any Investor, any contribution of capital made to Borrower or the Pledgor, as applicable, in response to a Capital Call Notice.

     “ Capital Contributions Pledge Agreement ” means that certain Capital Contributions Pledge Agreement, dated as of the date hereof executed and delivered by Pledgor in favor of Administrative Agent on behalf of the Secured Parties, as the same may be amended, supplemented or otherwise modified from time to time with the consent of Administrative Agent, the Letter of Credit Issuer, and the Lenders to the extent expressly required hereby, which agreement shall be substantially in the form of Exhibit L attached hereto.

     “ Capital Lease ” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

     “ Cash Collateralize ” is defined in Section 2. 5(g)(ii) hereof.

     “ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System.

     “ Change in Law ” means the occurrence, after the date of this Credit Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application

thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

     “ Closing Date ” means the date on which all of the conditions precedent set forth in Section 8.1 hereof are satisfied or waived.

     “ Code ” means the Uniform Commercial Code as adopted in the State of New York and any other state, which governs creation or perfection (and the effect thereof) of security interests in any collateral for the Obligations.

     “ Collateral ” is defined in Section 5. 1(a) hereof.

     “ Collateral Account ” is defined in Section 5.2(a) .

     “ Collateral Documents ” means the security agreements, financing statements, assignments and other documents and instruments from time to time executed and delivered pursuant to this Credit Agreement and any documents or instruments amending or supplementing the same, including, without limitation, the Borrower and Managing Member Security Agreement, the Capital Contributions Pledge Agreement and the Account Assignment.

     “ Commercial Paper ” means, with respect to a Conduit Lender, the promissory notes issued or to be issued by such Conduit Lender (or its related commercial paper issuer if such Conduit Lender does not itself issue commercial paper) in the commercial paper market.

     “ Commitment ” means, with respect to each Alternate Lender, as the context requires, the commitment of such Alternate Lender to make Loans (including Loans funding draws under Letters of Credit) and to pay Assignment Amounts in accordance herewith in an amount not to exceed the amount set forth opposite such Alternate Lender’s name on Schedule 1.1 hereof and the heading “ Commitment ” (or, in the case of an Alternate Lender which becomes a party hereto pursuant to an Assignment and Assumption Agreement entered into pursuant to the terms hereof, as set forth in such Assignment and Assumption Agreement); minus the amount of any Commitment or portion thereof assigned by such Alternate Lender pursuant to an Assignment and Assumption Agreement entered into pursuant to the terms hereof; plus the amount of any increase to such Alternate Lender’s Commitment consented to by such Alternate Lender prior to the time of determination; provided, however, that, to the extent that the Facility Amount is reduced or otherwise declines, the aggregate of the Commitments of all the Alternate Lenders shall decline by a like amount and the Commitment of each Alternate Lender shall decline in proportion thereto.

     “ Compliance Certificate ” is defined in Section 10.1(d) .

     “ Concentration Limit ” has the meaning provided in the definition of “ Inclusion Percentage ”.

     “ Conduit Assignee ” means any special purpose entity that finances its activities directly or indirectly through asset backed commercial paper and is administered by an Administrator or any of its Affiliates and designated by such Administrator from time to time to accept an

assignment from the applicable Conduit Lender of all or a portion of its Loans and other interests hereunder.

     “ Conduit Collateral Agent ” means, with respect to any Conduit Lender, the “ Collateral Agent ” (if any) with respect to such Conduit Lender’s commercial paper program.

     “ Conduit Investment Termination Date ” means, with respect to any Conduit Lender, the date of the delivery by such Conduit Lender to the Borrower of written notice that such Conduit Lender elects, in its sole discretion, not to make any further Loans or participate in any further Letters of Credit hereunder.

     “ Conduit Lender ” means: (a) YC SUSI and any permitted Conduit Assignee thereof; and (b) any other Person that shall become a party to this Credit Agreement as a “ Conduit Lender ” pursuant to the terms hereof; and, subject to the terms and conditions of this Credit Agreement, their respective successors and assigns (but not any Participant who is not otherwise a party to this Credit Agreement).

     “ Conduit Lender Percentage ” means, with respect to any Conduit Lender, at any time, 100%, less the Alternate Lender Percentage of such Conduit Lender’s Lender Group at such time.

     “ Constituent Documents ” means, for any entity, its constituent or organizational documents, including: (a) in the case of a limited partnership, its certificate of registration as a limited partnership and its limited partnership agreement; (b) in the case of a limited liability company, its certificate of formation or organization and its operating agreement or limited liability company agreement; (c) in the case of a corporation, its articles or certificate of incorporation and its bylaws; and (d) in the case of a joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state or other department in the state or jurisdiction of its formation, in each case as amended from time to time.

     “ Controlled Group ” means: (a) the controlled group of corporations as defined in Section 1563 of the Internal Revenue Code; or (b) the group of trades or businesses under common control as defined in Section 414(c) of the Internal Revenue Code, in each case of which any Borrower Party is a part or may become a part.

     “ CP Rate ” means, for any Interest Period for any Portion of Loans funded by a Conduit Lender (or its related commercial paper issuer if such Conduit Lender does not itself issue commercial paper) of a Lender Group by issuing Commercial Paper, the per annum rate equivalent to the sum of (a) the Used Fee, (b) the Dealer Fee, and (c) the weighted average cost (as determined by the applicable Administrator and including incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit Lender, other borrowings by such Conduit Lender (other than under any Program Support Agreement) and any other costs associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that are allocated, in whole or in part, by such Conduit Lender or the applicable Administrator to fund or maintain such

Portion of Loans (and which may be also allocated in part to the funding of other assets of such Conduit Lender); provided, however, that if any component of such rate is a discount rate, in calculating the “ CP Rate ” for such Portion of Loans for such Interest Period, such Conduit Lender shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum .

     “ Credit Agreement ” is defined in the preamble hereto.

     “ Credit Parties ” means Borrower, each Qualified Borrower, Managing Member, Guarantor and Pledgor; “ Credit Party ” means any one of them.

     “ Credit Party Claims ” is defined in Section 5.4 hereof.

     “ Credit Provider ” means a Person providing a guaranty, in form and substance reasonably acceptable to Administrative Agent, of the obligations of an Included Investor to make Capital Contributions to a Credit Party, or, under the applicable Investor Letter, to Administrative Agent for the benefit of the Secured Parties.

     “ Current Party ” is defined in Section 14.13 .

     “ Dealer Fee ” has the meaning provided in the Fee Letter.

     “ Debtor Relief Laws ” means any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, fraudulent conveyance, reorganization, or similar laws affecting the rights, remedies, or recourse of creditors generally, including without limitation the United States Bankruptcy Code and all amendments thereto, as are in effect from time to time during the term of the Loans.

     “ Default Rate ” has the meaning provided in the Fee Letter.

     “ Defaulting Alternate Lender ” means any Alternate Lender that: (a) has failed to make its Pro Rata Share of any advance required to be made in respect of Loans or any disbursement by the Letter of Credit Issuer in respect of Loans or Letters of Credit, respectively; (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute; or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

     “ Defaulting Investor ” is defined in Section 2. 1(c) hereof.

     “ Designated Exclusion Event ” means that, at any time, either: (a) five (5) Designated Investors are Defaulting Investors, or (b) Designated Investors with an aggregate Unfunded Capital Commitment greater than 10% of the total aggregate Unfunded Capital Commitment of all Investors are Defaulting Investors, provided , that for purposes of determining a Designated Exclusion Event, any (i) Designated Investor that becomes a Defaulting Investor but that is replaced by the Credit Parties with a new Designated Investor, or (ii) whose obligations are transferred to any existing Designated Investor or Included Investor in accordance with the terms

of this Credit Agreement and the Operating Agreement or Stockholders Agreement, as applicable, shall not be counted.

     “ Designated Investor ” means any Investor (other than an Included Investor): (a) that has been so designated by 100% of the Lenders (in their sole discretion) as a Designated Investor, as evidenced in writing executed by Administrative Agent; and (b) that has delivered to Administrative Agent the information and documents required under Section 8. 1(p) ; provided that, from and after the occurrence of an Investor’s Effective Removal Date, the Investor shall no longer be a Designated Investor until such time as all Exclusion Events affecting such Investor have been cured and such Investor shall have been approved again as a Designated Investor in the sole and absolute discretion of the Required Lenders. Designated Investors approved as such as of the Closing Date are as set forth on Exhibit A .

     “ Dollars ” and the sign “ $ ” means lawful currency of the United States of America.

     “ Downgrade Collateral Account ” is defined in Section 7. 2(a) hereof.

     “ Downgrade Draw ” is defined in Section 7. 2(a) hereof.

     “ Effective Removal Date ” means, with respect to any Investor, fifteen (15) Business Days following the occurrence of an Exclusion Event with respect to such Investor.

     “ Eligible Assignee ” means: (a) a Lender or Program Support Provider; (b) an Affiliate of a Lender or an Approved Fund with respect to a Lender; and (c) any other Person approved by: (i) Administrative Agent and, (ii) unless an Event of Default exists and is continuing at the time any assignment is effected in accordance with Section 14. 12(b) hereof, Borrower, each such approval not to be unreasonably withheld or delayed by Borrower or Administrative Agent, as applicable, and such approval to be deemed given by Borrower if no objection is received by the assigning Lender and Administrative Agent from Borrower within five (5) Business Days after notice of such proposed assignment has been provided by the assigning Lender to Borrower; provided, however , that no Credit Party or Affiliate of any Credit Party shall qualify as an “ Eligible Assignee .”

     “ Eligible Available Contributions of the Designated Investors ” means, as of any date, an amount equal to the sum of the products of (a) the Inclusion Percentage for each Designated Investor multiplied by (b) the Unfunded Capital Commitment of such Designated Investor, provided , that at any time a Designated Exclusion Event has occurred and is continuing, the Eligible Available Contributions of all Designated Investors shall be zero.

     “ Eligible Available Contributions of the Included Investors ” means, as of any date, an amount equal to the sum of the products of (a) the Inclusion Percentage for each Included Investor multiplied by (b) the Unfunded Capital Commitment of such Included Investor.

     “ Environmental Complaint ” means any complaint, order, demand, citation or notice threatened or issued in writing to any Credit Party by any Person with regard to air emissions, water discharges, Releases, or disposal of any Hazardous Material, noise emissions or any other environmental, health or safety matter affecting any Credit Party or any of their Properties.

     “ Environmental Laws ” means: (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Re-authorization Act of 1986, 42 U.S.C. §9601 et seq .; (b) the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §6901 et seq .; (c) the Clean Air Act, 42 U.S.C. §7401 et seq ., as amended by the Clean Air Act Amendments of 1990; (d) the Clean Water Act of 1977, 33 U.S.C. §1251 et seq .; (e) the Toxic Substances Control Act, 15 U.S.C.A. §2601 et seq .; (f) all other federal, state and local laws, or ordinances, regulations or policies relating to pollution or protection of human health or the environment including without limitation, air pollution, water pollution, noise control, or the use, handling, discharge, disposal or Release or recovery of on-site or off-site Hazardous Materials, as each of the foregoing may be amended from time to time, applicable to any Credit Party, and (g) any and all regulations promulgated under or pursuant to any of the foregoing statutes.

     “ Environmental Liability ” means any written claim, demand, obligation, cause of action, accusation or allegation, or any order, violation, damage (including, without limitation, to any Person, property or natural resources), injury, judgment, penalty or fine, cost of enforcement, cost of remedial action, cleanup, restoration or any other cost or expense whatsoever, including Attorney Costs and disbursements resulting from the violation or alleged violation of any Environmental Law or the imposition of any Environmental Lien or otherwise arising under any Environmental Law or resulting from any common law cause of action asserted by any Person.

     “ Environmental Lien ” means a Lien in favor of any Governmental Authority: (a) under any Environmental Law; or (b) for any liability or damages arising from, or costs incurred by, any Governmental Authority in response to the Release or threatened Release of any Hazardous Material.

     “ Environmental Requirement ” means any Environmental Law, agreement, or restriction, as the same now exists or may be changed, amended, or come into effect in the future, which pertains to health, safety, or the environment, including, but not limited to ground, air, water, or noise pollution, or underground or aboveground tanks.

     “ Equity Interest ” means, (a) with respect to any member of Borrower, its Membership Interest, and (b) with respect to any Stockholder, its Stockholder Interest.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by any Governmental Authority, as from time to time in effect.

     “ ERISA Investor ” means an Investor that is (a) an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) subject to Title I of ERISA, (b) any “plan” defined in Section 4975(e) of the Code other than a governmental plan, (c) a group trust, as described in Revenue Ruling 81-100 , or (d) a partnership or commingled account of a fund, or any other entity, whose assets include or are deemed to include the assets of one or more such employee benefit plans subject to Title I of ERISA, as determined under Section 2510.3-101 or Section 2550.401c-1 of the regulations of the United States Department of Labor or under any other relevant legal authority.

     “ Event of Default ” is defined in Section 12.1 hereof.

     “ Excluded Taxes ” means, with respect to any Tax Indemnified Party or any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder: (a) taxes imposed on or measured by its net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such Tax Indemnified Party or recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Credit Party is located; and (c) in the case of a Foreign Person (other than an assignee pursuant to a request by the Borrower under Section 14.14 ), any withholding tax that (i) is attributable to such Foreign Person’s failure or inability (other than as a result of a Change in Law) to comply with Section 4.1(e) , or (ii) is imposed on amounts payable to such Foreign Person at the time such Foreign Person becomes a party hereto (or designates a new Lending Office) except to the extent of the additional amounts, if any, that such Foreign Person (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive from the Borrower with respect to such withholding tax pursuant to Section 4.1(a) .

     “ Exclusion Event ” is defined in Section 2. 1(c) hereof.

     “ Facility Amount ” means an amount equal to $75,000,000 as it may be reduced by Borrower pursuant to Section 3.6 , or increased pursuant to Section 2.12 (not to exceed the Maximum Commitment).

     “ Facility Increase Request ” means the notice in the form of Exhibit G pursuant to which Borrower requests an increase of the Commitments in accordance with Section 2.12 .

     “ Federal Funds Rate ” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 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 Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by it.

     “ Fee Letter ” shall mean, collectively, each separate letter agreement by and among Borrower and each Managing Agent and/or Administrative Agent, together with all amendments and modifications thereof.

     “ Foreign Person ” means, with respect to any Credit Party, any Tax Indemnified Party that is a resident of or organized under the laws of a jurisdiction other than that in which such Credit Party is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbian shall be deemed to constitute a single jurisdiction.

     “ Funding Ratio ” means: (a) for a Governmental Plan Investor, the actuarial present value of the assets of the plan over the actuarial present value of the plan’s total benefit liabilities, as reported in such plan’s audited financial statements; and (b) for an ERISA Investor, the funded current liability percentage reported on Schedule B to the most recent Form 5500 filed by such plan with the United States Department of Labor.

     “ Generally Accepted Accounting Principles ” or “ GAAP ” means those generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof, and that are consistently applied for all periods, after the date hereof, so as to properly reflect the financial position of such Person, except that any accounting principle or practice required to be changed by the Financial Accounting Standards Board (or other appropriate board or committee of the said Board) in order to continue as a generally accepted accounting principle or practice may be so changed.

     “ Governmental Authority ” means any foreign governmental authority, the United States of America, any State of the United States of America, and any subdivision of any of the foregoing, and any agency, department, commission, board, authority or instrumentality, bureau or court having jurisdiction over any Credit Party, any Agent, any Lender or the Letter of Credit Issuer, or any of their respective businesses, operations, assets, or properties.

     “ Governmental Plan Investor ” means an Investor that is a pension plan and that is a governmental plan as defined in Section 3(32) of ERISA.

     “ Guaranteed Obligations ” means those obligations guaranteed by the Guarantor pursuant to the Guaranty of Capital.

     “ Guarantor ” is defined in the preamble to this Credit Agreement.

     “ Guaranty ” means the guaranty of the Guarantor made pursuant to the Guaranty of Capital.

     “ Guaranty Obligations ” means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent: (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor; (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person; (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness; or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof.

     “ Guaranty of Capital ” means that certain Guaranty of Capital, substantially in the form of Exhibit P , dated as of the date hereof, executed by Guarantor in favor of Administrative Agent on behalf of the Secured Parties.

     “ Hazardous Material ” means any substance, material, or waste which is or becomes regulated, under any Environmental Law, as hazardous to public health or safety or to the environment, including, but not limited to: (a) any substance or material designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, as amended, 33 U.S.C. §1251 et seq ., or listed pursuant to Section 307 of the Clean Water Act, as amended; (b) any substance or material defined as “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901 et seq .; (c) any substance or material defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601 et seq .; or (d) petroleum, petroleum products and petroleum waste materials.

     “ Hedging Agreements ” means, collectively, interest rate protection agreements, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements, in each case, entered into or purchased by Borrower.

     “ Honor Date ” is defined in Section 2. 5(c)(i) hereof.

     “ Implicit Borrowing Base Deficit ” means, on any date of determination, the amount (if any) by which: (a) the aggregate Principal Obligation is in excess of (b) the Borrowing Base ( provided that, for purposes of this definition, the Borrowing Base shall be calculated as if each Effective Removal Date related to each Exclusion Event shall have occurred).

     “ Included Investor ” means an Investor: (a) that has, or that has a Credit Provider that has, met the Applicable Requirement for such Investor and that has been designated on the Closing Date by Administrative Agent as an “Included Investor”; (b) that has delivered to Administrative Agent the information and documents required under Section 8.1(p) ; and (c) for Investors being added to the Borrowing Base as an “Included Investor” after the Closing Date, satisfaction of the requirements in clauses (a) and (b) above and (i) in the case of a Rated Investor, with the consent of the Administrative Agent, acting alone (which shall not be unreasonably withheld) as evidenced in a writing executed by Administrative Agent, and (ii) in the cased of a Non-Rated Investor, with the consent of 100% of the Lenders, as evidenced in a writing executed by Administrative Agent; provided that a Defaulting Investor shall no longer be an Included Investor until such time as all Exclusion Events affecting such Investor have been cured and such Investor shall have been approved in writing as an Included Investor in the sole and absolute discretion of Administrative Agent, the Letter of Credit Issuer, and all of the Lenders. Included Investors approved as such on the Closing Date are as set forth on Exhibit A .

     “ Inclusion Percentage ” means, (a) with respect to each Included Investor and each Designated Investor, the highest percentage (up to 100%) which results in an aggregate amount of Unfunded Capital Commitment of such Investor at such time not exceeding the applicable Concentration Limit (as set forth below) for such Investor as a percentage of the total aggregate Unfunded Capital Commitment of all Investors at such time:

		Concentration Limit (as a
		percentage of the total
		aggregate Unfunded Capital
Rating (1)		Commitment of all Investors)
AAA/Aaa			15.0%
AA-/Aa3			15.0%
A-/A3 or higher			10.0%
BBB/Baa2 or higher			5.0%
Non-Rated Included Investors (2)			15.0%
Designated Investors (3)			2.0%

     (b) notwithstanding anything in clause (a) of this definition to the contrary, so long as Yale University and/or any of its affiliates qualifies as an Included Investor and has a Rating of AAA/Aaa, its Concentration Limit (collectively with any affiliates) will be 17%.

     “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments;

     (c) all net obligations of such Person under any Swap Contract;

     (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

     (e) all indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

     (f) all Capital Leases and Synthetic Lease Obligations; and

     (g) all Guaranty Obligations of such Person in respect of any of the foregoing.

     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

     “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

     “ Indemnitee ” is defined in Section 14. 6(b) hereof.

     “ Interest Component ” means, with respect to a Conduit Lender, at any time of determination, the aggregate for all Related Commercial Paper of such Conduit Lender at such time of: (a) with respect to any Commercial Paper issued on an interest bearing basis, the interest payable on such Commercial Paper at its maturity (including any dealer commissions); and (b) with respect to any Commercial Paper issued on a discount basis, the portion of the face amount of such Commercial Paper representing the discount incurred in respect thereof (including any dealer commissions).

     “ Interest Period ” means, (a) with respect to any Portion of Loans funded by the issuance of Commercial Paper, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Portion of Loans and ending on (and including) the last day of the current calendar month, and (ii) thereafter, each period commencing on (and including) the first day after the last day of the immediately preceding Interest Period for such Portion of Loans and ending on (and including) the last day of the current calendar month; and (b) with respect to any Portion of Loans not funded by the issuance of Commercial Paper, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Portion of Loans and ending on (but excluding) the next following Settlement Date, and (ii) thereafter, each period commencing on (and including) a Settlement Date and ending on (but excluding) the next following Settlement Date; provided , that

     (A) any Interest Period with respect to any Portion of Loans which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided , however , if Yield in respect of such Interest Period is computed by reference to the LIBOR Rate, and such Interest Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Interest Period shall end on the next preceding Business Day;

     (B) in the case of any Interest Period for any Portion of Loans which commences before the Maturity Date and would otherwise end on a date occurring after the Maturity Date, such Interest Period shall end on (but exclude) such Maturity Date and

the duration of each Interest Period which commences on or after the Maturity Date shall be of such duration as shall be selected by the applicable Managing Agent; and

     (C) any Interest Period in respect of which Yield is computed by reference to the CP Rate may be terminated at the election of applicable Managing Agent, in which case the Portion of Loans allocated to such terminated Interest Period shall be allocated to a new Interest Period commencing on (and including) the date of such termination and ending on (but excluding) the next following Settlement Date, and shall accrue Yield at the Alternate Rate.

     “ Internal Revenue Code ” means the United States Internal Revenue Code of 1986, as amended.

     “ Investment Period ” has the meaning provided in the Operating Agreement.

     “ Investor ” means each of Managing Member, Pledgor, any other member of Borrower or Stockholder of Pledgor, as applicable.

     “ Investor Letter ” is defined in Section 5. 1(b) hereof.

     “ Investor Documents ” means the Operating Agreement, the Stockholders Agreement, each Investor Letter, and any amendments or supplements thereto or modifications thereof, executed or delivered pursuant to the terms thereof and this Credit Agreement, and any additional documents delivered in connection with any such amendment, supplement or modification.

     “ ISP ” means, 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).

     “ Issuer Documents ” means with respect to any Letter of Credit, the Request for Letter of Credit, the Application and Agreement for Letter of Credit, and any other document, agreement and instrument entered into by the Letter of Credit Issuer and a Borrower Party or in favor of the Letter of Credit Issuer and relating to any such Letter of Credit.

     “ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing. All L/C Advances shall be denominated in Dollars.

     “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing. All L/C Borrowings shall be denominated in Dollars.

     “ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and

permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

     “ Lender ” means each Conduit Lender and each Alternate Lender, as the context may require, and collectively, the “ Lenders ”.

     “ Lender Group ” means each of: (a) the YC SUSI Lender Group; and (b) any other “ Lender Group ” from time to time party hereto in accordance with the terms hereof as designated by the Managing Agent of such group.

     “ Lender Group Percentage ” means, for any Lender Group, the percentage equivalent (carried out to five decimal places) of a fraction the numerator of which is the aggregate Commitments or Principal Obligation, as applicable, of all Lenders in such Lender Group and the denominator of which is the aggregate Commitments or Principal Obligation, as applicable, of all Lenders in all Lender Groups.

     “ Lender Party ” is defined in Section 13. 1(a) hereof.

     “ Lending Office ” means, as to any Lender, the office or offices of such Lender (or an affiliate of such Lender) identified on Schedule 14.7 , or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent.

     “ Letter of Credit ” means a standby letter of credit issued by the Letter of Credit Issuer pursuant to Section 2.5 hereof in the form of Exhibit D-2 hereto (or such other form as approved by the Letter of Credit Issuer) in Dollars either as originally issued or as the same may, from time to time, be amended or otherwise modified or extended.

     “ Letter of Credit Expiration Date ” means the day that is the earlier of: (a) fifteen (15) days prior to the Stated Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day); or (b) the date upon which Administrative Agent declares the Obligations due and payable after the occurrence of an Event of Default.

     “ Letter of Credit Fees ” is defined in Section 2.10 hereof.

     “ Letter of Credit Issuer ” means Bank of America, or any Lender or Affiliate of such Lender so designated, and which accepts such designation, by Administrative Agent and approved by Borrower.

     “ Letter of Credit Liability ” means the aggregate amount of the undrawn face amount of all outstanding Letters of Credit plus the amount drawn under Letters of Credit for which the Letter of Credit Issuer and Lenders, or any one or more of them, have not yet received payment or reimbursement (in the form of a conversion of such liability to Loans, or otherwise) as required pursuant to Section 2.5 . For all purposes of this Credit Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

     “ Letter of Credit Sublimit ” means, at any time, seventy-five percent (75%) of the Facility Amount at such time.

     “ LIBOR Rate ” means, for any Interest Period for any Portion of Loans for any Lender Group, a rate per annum determined by Administrative Agent pursuant to the following formula:

LIBOR Rate =		London Interbank Offered Rate
		1.00 — Eurocurrency Reserve Percentage

     where,

      “ London Interbank Offered Rate ” means, for such Interest Period:

(a) the rate per annum (carried out to the fifth decimal place) equal to the rate that appears on the page of the Telerate Screen that displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3750) for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(b) in the event that the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum (carried to the fifth decimal place) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period, or

(c) in the event the rates referenced in the preceding subsections (a ) or (b) are not available, the rate per annum determined by Administrative Agent as the rate of interest at which deposits in Dollars (for delivery on the first day of such Interest Period) in same day funds in the approximate amount of the applicable Portion of Loans to be funded by reference to the LIBOR Rate and with a term equivalent to such Interest Period would be offered by its London Branch to major banks in the offshore interbank market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period; and

“ Eurocurrency Reserve Percentage ” means, for any day during any Interest Period, the maximum effective reserve percentage (expressed as a decimal, carried out to the fifth decimal place) in effect on such date, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor), as such regulation may be amended from time to time or any successor regulation, for determining the maximum reserve requirement (including any supplemental, emergency, or marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “ eurocurrency liabilities ”). The LIBOR Rate shall be

adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Percentage.

     “ Lien ” means any lien, mortgage, security interest, tax lien, pledge, encumbrance, or conditional sale or title retention arrangement, or any other interest in property designed to secure the repayment of indebtedness, whether arising by agreement or under any statute or law, or otherwise.

     “ Liquidity Commitment ” means an amount equal to 102% of the Facility Amount in effect from time to time.

     “ Loan ” means an extension of credit by a Lender to a Borrower Party pursuant to the terms and conditions of this Credit Agreement, and “ Loans ” means the plural thereof. All Loans shall be denominated in Dollars.

     “ Loan Amount ” is defined in Section 2. 3(g) hereof.

     “ Loan Date ” is defined in Section 2. 3(a) hereof.

     “ Loan Deficit ” is defined in Section 2. 3(h) hereof.

     “ Loan Documents ” means this Credit Agreement, the Notes (including any renewals, extensions, re-issuances and refundings thereof), each Application and Agreement for Letter of Credit, each of the Collateral Documents, the Guaranty of Capital, each Assignment and Assumption Agreement and such other agreements and documents, and any amendments or supplements thereto or modifications thereof, executed or delivered pursuant to the terms of this Credit Agreement or any of the other Loan Documents and any additional documents delivered in connection with any such amendment, supplement or modification.

     “ Loan Notice ” means any notice substantially in the form of Exhibit C , containing the information specified therein, executed and delivered by a Borrower Party.

     “ Managing Agent ” means, with respect to any Lender Group, the Person acting as Managing Agent therefor and designated as such on the signature pages hereto or in the assignment pursuant to which such Lender Group becomes a party hereto, and its successors and assigns.

     “ Managing Member ” is defined in the preamble to this Credit Agreement.

     “ Margin Stock ” shall have the meaning assigned to such term in Regulation U.

     “ Material Adverse Effect ” means any circumstances or events which could reasonably be expected to: (a) have any material adverse effect upon the validity, performance, or enforceability of any of the Loan Documents executed by Borrower, any Qualified Borrower, Managing Member, Guarantor or Pledgor; (b) materially impair the ability of Borrower, Managing Member, Guarantor or Pledgor, or any one of them, to fulfill their respective obligations under the Loan Documents; (c) cause an Event of Default; or (d) impair, impede, or jeopardize, in any material respect, the obligation or the liability of Borrower, Managing

Member, Guarantor or Pledgor to fulfill its obligations under the Operating Agreement, Stockholders Agreement or Partnership Agreement, as applicable.

     “ Maturity Date ” means the earliest of: (a) the Stated Maturity Date; (b) the date upon which Administrative Agent declares the Obligations due and payable after the occurrence of an Event of Default; (c) the date upon which Borrower terminates the Commitments pursuant to Section 3.6 hereof or otherwise and (d) fifteen (15) Business Days prior to the end of the Investment Period.

     “ Maximum Commitment ” means an amount equal to $300,000,000, as it may be reduced by Borrower pursuant to Section 3.6 .

     “ Maximum Rate ” means, on any day, the highest rate of interest (if any) permitted by applicable law on such day.

     “ Membership Interest ” means, with respect to any member of Borrower, the equity interest of such member in Borrower.

     “ Moody ’ s ” means Moody’s Investors Service, Inc. and any successor thereto.

     “ Non-Defaulting Alternate Lender ” is defined in Section 2. 3(h) hereof.

     “ Non-Extension Notice Date ” is defined in Section 2. 5(b)(iii) hereof.

     “ Non-Rated Investor ” means an Investor that is not a Rated Investor.

     “ Non-Rated Included Investor ” means an Included Investor that is not a Rated Investor.

     “ Notes ” means the promissory notes provided for in Section 3.1 hereof, and all promissory notes delivered in substitution or exchange therefor, as such notes may be amended, restated, reissued, extended or modified, and the Qualified Borrower Notes; and “ Note ” means any one of the Notes.

     “ Obligations ” means all present and future Indebtedness, obligations, and liabilities of any Credit Party to any of the Secured Parties, and all renewals and extensions thereof (including, without limitation, Loans, Letters of Credit Liability, or both), or any part thereof, arising pursuant to this Credit Agreement (including, without limitation, the indemnity provisions hereof) or represented by the Notes and each Application and Agreement for Letter of Credit, and all interest accruing thereon, and Attorney Costs incurred in the enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, joint, several, or joint and several; together with all indebtedness, obligations, and liabilities of any Credit Party to any of the Secured Parties evidenced or arising pursuant to any of the other Loan Documents, and all renewals and extensions thereof, or any part thereof.

     “ Operating Agreement ” means that certain Operating Agreement of Borrower, by and among Managing Member and Pledgor dated as of May 15, 2007, as supplemented by that certain pledge agreement, dated as of May 15, 2007, from Pledgor to Borrower, as each may be

restated, modified, amended or supplemented from time to time, with the consent of Administrative Agent, the Letter of Credit Issuer, and the Lenders to the extent expressly required hereby.

     “ Operating Company ” means an “ operating company ” within the meaning of 29 C.F.R. §2510.3- 101(c) of the regulations of the United States Department of Labor.

     “ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Credit Agreement or any other Loan Document.

     “ Participant ” is defined in Section 14.12(f) .

     “ Partnership Agreement ” means that certain Agreement of Limited Partnership of Guarantor, dated as of May 13, 2003, as previously restated, modified, amended or supplemented from time to time, with the consent of the Administrative Agent, the Letter of Credit Issuer and the Lenders to the extent expressly required hereby.

     “ Pending Capital Call ” means any Capital Call that has been made upon the Investors and that has not yet been funded by the applicable Investor, but with respect to which such Investor is not in default.

     “ Person ” means an individual, sole proprietorship, joint venture, association, trust, estate, business trust, corporation, limited liability company, nonprofit corporation, partnership, sovereign government or agency, instrumentality, or political subdivision thereof, or any similar entity or organization.

     “ Plan ” means any plan, including single employer and multi-employer plans to which Section 4021(a) of ERISA applies, or any retirement medical plan, each as established or maintained for employees of Borrower or any member of the Controlled Group to which Section 4021(a) of ERISA applies.

     “ Plan Asset Regulations ” means 29 C.F.R §2510.3-101, et seq.

     “ Plan Assets ” means “plan assets” within the meaning of the Plan Asset Regulations.

     “ Pledgor ” is defined in the first paragraph hereof.

     “ Portion of Loan ” is defined in Section 2.4 hereof.

     “ Potential Default ” means any condition, act, or event which, with the giving of notice or lapse of time or both, would become an Event of Default.

     “ Principal Obligation ” means the sum of: (a) the aggregate outstanding principal amount of the Loans; plus (b) the Letter of Credit Liability.

     “ Pro Rata Share ” means, with respect to each Lender, the percentage obtained from the fraction: (a) (i) the numerator of which is the Commitment of such Lender; and (ii) the denominator of which is the aggregate Commitments of all Lenders; or (b) in the event the Commitments are zero (0): (i) the numerator of which is the Principal Obligation outstanding with respect to such Lender; and (ii) the denominator of which is the total Principal Obligation outstanding.

     “ Program Support Agreement ” means and includes, with respect to any Conduit Lender, any agreement entered into by any Program Support Provider providing for the issuance of one or more letters of credit for the account of such Conduit Lender (or any related commercial paper issuer that finances such Conduit Lender), the issuance of one or more surety bonds for which such Conduit Lender (or such related issuer) is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by such Conduit Lender (or such related issuer) to any Program Support Provider of its interests hereunder (or portions thereof or participations therein) or the making of loans or other extensions of credit to such Conduit Lender (or such related issuer) in connection with such Conduit Lender’s (or such related issuer’s) commercial paper program, together with any letter of credit, surety bond or other instrument issued thereunder.

     “ Program Support Provider ” means and includes, with respect to any Conduit Lender, any Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, such Conduit Lender (or any related commercial paper issuer that finances such Conduit Lender) or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with such Conduit Lender’s (or such related issuer’s) commercial paper program.

     “ Prohibited Event ” is defined in Section 4.7 .

     “ Property ” means any real property, improvements thereon and any leasehold or similar interest in real property which is owned, directly or indirectly, by any Borrower Party, or secures any investment of any Borrower Party.

     “ Qualified Borrower ” means any entity, which entity may be organized in the United States or outside of the United States, in which Borrower owns a direct or indirect ownership interest or through which Borrower will acquire an investment, the indebtedness of which entity can be guaranteed by Borrower pursuant to the terms of the Operating Agreement, and which entity has executed a Qualified Borrower Note and in respect of which entity Borrower has executed a Borrower Guaranty.

     “ Qualified Borrower Letter of Credit Note ” means a letter of credit note executed and delivered by a Qualified Borrower, in the form of Exhibit B-3 attached hereto, the payment of which is guaranteed by Borrower pursuant to a Borrower Guaranty, as such note may be amended, restated, reissued, extended or modified.

     “ Qualified Borrower Notes ” means the Qualified Borrower Promissory Notes and the Qualified Borrower Letter of Credit Notes, and “ Qualified Borrower Note ” means any one of them, as such note may be amended, restated, reissued, extended or modified.

     “ Qualified Borrower Promissory Note ” means a promissory note executed and delivered by a Qualified Borrower, in the form of Exhibit B-2 attached hereto, the payment of which is guaranteed by Borrower pursuant to a Borrower Guaranty.

     “ Rate Type ” means the LIBOR Rate, the Base Rate or the CP Rate.

     “ Rated Investor ” means any Investor that has a Rating (or that has a Credit Provider, Sponsor, or Responsible Party that has a Rating).

     “ Rating ” means, for any Person, its senior unsecured debt rating (or equivalent thereof, such as, but not limited to, a corporate credit rating, issuer rating/insurance financial strength rating (for an insurance company), general obligation rating (for a governmental entity), or revenue bond rating (for an educational institution)) from either of S&P or Moody’s.

     “ Register ” is defined in Section 14. 12(e) hereof.

     “ Regulation T ,” “ Regulation U ,” and “ Regulation X ” means Regulation T, U, or X, as the case may be, of the Board of Governors of the Federal Reserve System, from time to time in effect, and shall include any successor or other regulation relating to reserve requirements or margin requirements, as the case may be, applicable to member banks of the Federal Reserve System.

     “ Related Commercial Paper ” means, with respect to any Conduit Lender, at any time of determination, Commercial Paper of such Conduit Lender (or its related commercial paper issuer) the proceeds of which are then allocated by the Administrator of such Conduit Lender (or its related commercial paper issuer) as the source of funding the acquisition or maintenance of its Principal Obligation hereunder.

     “ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, or migration of Hazardous Materials into the environment, or into or out of any Property, including the movement of any Hazardous Material through or in the air, soil, surface water, groundwater, of any Property.

     “ Request for Letter of Credit ” means a request for the issuance of a Letter of Credit substantially in the form of Exhibit D-1 hereto.

     “ Required Lenders ” means: (a) Alternate Lenders (other than Defaulting Alternate Lenders) holding an aggregate of more than fifty (50%) of the aggregate Commitments of all Alternate Lenders (other than Defaulting Alternate Lenders); or (b) at any time that the Available Loan Amount is zero (0), Alternate Lenders (other than Defaulting Alternate Lenders) owed an aggregate of more than fifty (50%) of the Principal Obligation outstanding and payable to all Lenders (other than Defaulting Alternate Lenders) at such time (including, for purposes of such calculation, each Alternate Lender’s Alternate Lender Pro Rata Share of that portion of the Principal Obligations outstanding and payable to the Conduit Lender in its Lender Group).

     “ Responsible Officer ” means: (a) in the case of a corporation, its president, senior vice president, any vice president or treasurer, and, in any case where two Responsible Officers are acting on behalf of such corporation, the second such Responsible Officer may be a secretary or

assistant secretary; (b) in the case of a limited partnership, the Responsible Officer of the general partner, acting on behalf of such general partner in its capacity as general partner; and (c) in the case of a limited liability company, the chief executive officer, president, general counsel, chief financial officer, or senior vice president of the managing member, acting on behalf of such managing member in its capacity as managing member.

     “ Responsible Party ” means, for any Governmental Plan Investor: (a) if the state under which the Governmental Plan Investor operates is obligated to fund the Governmental Plan Investor and is liable to fund any shortfalls, the state; and (b) otherwise, the Governmental Plan Investor itself.

     “ S&P ” means Standard & Poor’s Rating Services, a division of the McGraw & Hill Companies, Inc. and any successor thereto.

     “ Secured Parties ” means, collectively, the Lenders, Agents, Arranger, Letter of Credit Issuer, Program Support Providers, Conduit Collateral Agents and Indemnitees, and “ Secured Party ” means any of the foregoing.

     “ Settlement Date ” means the 12 ^th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day); provided that after the Maturity Date, any Business Day selected from time to time by Administrative Agent shall be a Settlement Date.

     “ Solvent ” means, with respect to any Person as of a particular date, that on such date: (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business; (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course; (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage; (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person; and (e) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured.

     “ Sponsor ” of an ERISA Investor means a sponsor as that term is understood under ERISA, specifically, the entity that established the plan and is responsible for the maintenance of the plan and, in the case of a plan that has a sponsor and participating employers, the entity that has the ability to amend or terminate the plan.

     “ Stockholder ” means a holder of shares of the equity interests of Pledgor.

     “ Stockholders Agreement ” means the Stockholders Agreement of Pledgor, dated as of May 15, 2007, as the same may be amended, restated, supplemented or otherwise modified from time to time with the consent of Administrative Agent, the Letter of Credit Issuer, and the Lenders to the extent expressly required hereby.

     “ Stockholders Interest ” means, with respect to any Stockholder, its equity interest in Pledgor.

     “ Stated Maturity Date ” means October 10, 2011.

     “ Subsequent Investor ” is defined in Section 11. 5(c) hereof.

     “ Swap Contract ” means: (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

     “ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts: (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s); and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

     “ Synthetic Lease Obligation ” means the monetary obligation of a Person under: (a) a so-called synthetic, off-balance sheet or tax retention lease; or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     “ Tax Indemnified Parties ” means, collectively, the Letter of Credit Issuer, the Lenders, Agents, the Program Support Providers and Conduit Collateral Agents, and “Tax Indemnified Party” means any of the foregoing.

     “ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

     “ UCC ” is defined in Section 8.1 .

     “ Unfunded Capital Commitment ” means, with respect to any Investor at any time: (a) such Investor’s Capital Commitment at such time, excluding (1) any Capital Commitment subject to a Pending Capital Call and (2) returns of Capital Contributions, unless a confirmation certificate in form and substance satisfactory to the Administrative Agent has been received by the Administrative Agent from a Credit Party, reporting the returned Capital Contributions and providing the amounts of the remaining unfunded Capital Commitments of the Investors; minus (b) such Investor’s aggregate Capital Contributions made prior to such time.

     “ Unreimbursed Amount ” is defined in Section 2. 5(c)(i) hereof.

     “ Used Fee ” has the meaning provided in the Fee Letter.

     “ YC SUSI ” means YC SUSI Trust, a Delaware Statutory Trust.

     “ YC SUSI Alternate Lenders ” means the Alternate Lenders in the YC SUSI Lender Group, as set forth on the signature pages hereto or the applicable Assignment and Assumption Agreement.

     “ YC SUSI Lender Group ” means YC SUSI, any permitted Conduit Assignee thereof, the YC SUSI Alternate Lenders from time to time party hereto and Bank of America, as Managing Agent.

     “ Yield ” means, the sum of:

     (a) for any Portion of Loans for any Lender Group during any Interest Period to the extent a Conduit Lender funds such Portion of Loans through the issuance of Commercial Paper (directly or indirectly through a related commercial paper issuer);

CPR x L x			D
			360

     (b) for any Portion of Loans funded by the Alternate Lenders and for any Portion of Loans for any Lender Group to the extent the related Conduit Lender does not fund such Portion of Loans through the issuance of Commercial Paper (directly or indirectly through a related commercial paper issuer);

AR/BR x L x			D
			360

where:

AR/BR = the Alternate Rate or Base Rate, as applicable, for such Portion of Loans for such Interest Period;

CPR = the CP Rate for such Portion of Loans for such Interest Period (as determined by each applicable Administrator on or prior to the fifth Business Day of the calendar month next following such Interest Period);

D = the actual number of days during such Interest Period, and

L = the amount of such Portion of Loans during such Interest Period;

      provided that no provision of this Credit Agreement shall require the payment or permit the collection of Yield in excess of the Maximum Rate; and provided , further , that at all times during the existence of an Event of Default or after the Maturity Date, Yield for all Portions of Loans shall accrue at the Default Rate. Without limiting the obligation of any Borrower Party to pay interest pursuant to Section 3.3 , Yield shall include interest pursuant to Section 3.3 on the Principal Obligation and all other Obligations not paid or deposited when due under this Credit Agreement or under the Notes.

     1.2. Other Definitional Provisions .

     (a) All terms defined in this Credit Agreement shall have the above-defined meanings when used in the Notes or any other Loan Documents or any certificate, report or other document made or delivered pursuant to this Credit Agreement, unless otherwise defined in such other document.

     (b) Defined terms used in the singular shall import the plural and vice versa.

     (c) The words “hereof,” “herein,” “hereunder,” and similar terms when used in this Credit Agreement shall refer to this Credit Agreement as a whole and not to any particular provisions of this Credit Agreement.

     (d) The term “including” is by way of example and not limitation. The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

     (e) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

     (f) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Loan Document.

     (g) Unless otherwise specified in the Loan Documents, time references are to time in New York, New York.

     1.3. Letter of Credit Amounts . Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the documents issued in connection therewith, but only to the extent such maximum face amount is in effect at such time.

     2.1. The Commitment .

     (a) Committed Amount . Subject to the terms and conditions herein set forth, including Sections 8.1 , 8.2 (if applicable) and 8.3 , Lenders having Commitments agree severally, during the Availability Period: (i) to extend to Borrower or any Qualified Borrower a revolving line of credit; and (ii) to participate in Letters of Credit issued by the Letter of Credit Issuer for the account of Borrower or any Qualified Borrower.

     (b) Limitation on Borrowings . Notwithstanding anything to the contrary herein contained, Lenders shall not be required to advance any Borrowing or cause the issuance of any Letter of Credit hereunder if:

     (i) after giving effect to such Borrowing or issuance of such Letter of Credit: (A) the Principal Obligation would exceed the Available Loan Amount; (B) the Letter of Credit Liability would exceed the Letter of Credit Sublimit; or (C) any Implicit Borrowing Base Deficit would exist; or

     (ii) an Event of Default or a Potential Default exists.

     (c) Exclusion Events . If any of the following events (each, an “ Exclusion Event ”) shall occur with respect to any Designated Investor or any Included Investor or, if applicable, the Sponsor, Responsible Party, or Credit Provider of such Investor (such Investor hereinafter referred to as a “ Defaulting Investor ”):

     (i) it shall: (A) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor, or liquidator of itself or of all or a substantial part of its assets; (B) file a voluntary petition as debtor in bankruptcy or admit in writing that it is unable to pay its debts as they become due; (C) make a general assignment for the benefit of creditors; (D) file a petition or answer seeking reorganization or an arrangement with creditors or take advantage of any Debtor Relief Laws; (E) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding; or (F) take any personal, partnership, limited liability company, corporate or trust action, as applicable, for the purpose of effecting any of the foregoing;

     (ii) an order, order for relief, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking such Person’s reorganization or appointing a receiver, custodian, trustee, intervenor, or liquidator of such Person or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of sixty (60) days;

     (iii) any final judgment(s) for the payment of money which in the aggregate exceed fifteen percent (15%) of its net worth shall be rendered against such Person, and such judgment or judgments shall not be satisfied or discharged

at least ten (10) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgment;

     (iv) such Investor shall repudiate, challenge, or declare unenforceable its obligation to make contributions to the capital of the applicable Credit Party pursuant to its Capital Commitment or a Call Notice; shall otherwise disaffirm any material provision of the Operating Agreement, the Stockholders Agreement or the Partnership Agreement, as applicable; or shall otherwise disaffirm any material provision of its Investor Letter; or a court of competent jurisdiction finds such Capital Commitment or the obligations under its Investor Letter unenforceable;

     (v) such Investor shall fail to make a contribution to the capital of the applicable Credit Party when required pursuant to a Call Notice, subject to any applicable notice or cure periods, or shall otherwise be in material default under the Operating Agreement, the Stockholders Agreement, its Investor Letter or any Loan Document, following any applicable notice requirements or cure periods;

     (vi) any representation or warranty made under its Investor Letter or any Loan Documents executed by such Person shall prove to be untrue or inaccurate in any material respect, as of the date on which such representation or warranty is made, and such Person shall fail to cure the adverse effect of the failure of such representation or warranty within thirty (30) days after written notice thereof is delivered by Administrative Agent to Borrower and to such Person;

     (vii) such Investor shall transfer its Equity Interest in Borrower or Pledgor, as applicable, in violation of this Credit Agreement;

     (viii) default shall occur in the performance by it of any of the covenants or agreements contained in its Investor Letter, the Operating Agreement, the Stockholders Agreement or the Partnership Agreement (except, in each case, as otherwise specifically addressed in this Section 2.1(c) , in which case no grace period beyond any provided for herein shall apply) and such default shall continue uncured to the satisfaction of Administrative Agent for a period of thirty (30) days after written notice thereof has been given by Administrative Agent to Borrower and to such Investor;

     (ix) in the case of each Included Investor that is a Rated Investor, it shall fail to maintain the Applicable Requirement for such Investor required in the definition of Applicable Requirement in Section 1 hereof;

     (x) in the case of any Non-Rated Included Investor, such Investor shall fail to maintain a net worth (determined in accordance with Generally Accepted Accounting Principles), measured at the end of each fiscal year of such Person, of at least seventy-five percent (75%) of the initial net worth of such Investor, Sponsor, Responsible Party, or Credit Provider measured at the end of the fiscal

year preceding the designation of such Investor as an Included Investor hereunder; or

     (xi) in the case of each Designated Investor and Non-Rated Included Investor, following the occurrence of an event which materially adversely affects the ability of such Investor to fulfill its obligations under the Operating Agreement or the Stockholders Agreement, as applicable, and the Required Lenders elect to declare the occurrence of an Exclusion Event with respect to such Investor,

then as of the Effective Removal Date for such Exclusion Event, such Investor shall no longer be a Designated Investor or an Included Investor, as applicable, and Administrative Agent and the Borrower Parties shall treat such Defaulting Investor’s Capital Commitment and Unfunded Capital Commitment as zero (0) for purposes of: (A) calculating the aggregate Unfunded Capital Commitment of the Designated Investors or Included Investors, as applicable, with respect to this Credit Agreement; (B) calculating the Available Loan Amount and Borrowing Base; and (C) calculating whether a mandatory prepayment is required to be made by Borrower pursuant to Section 2.1(d) .

     (d) Mandatory Prepayment .

     (i) Excess Loans Outstanding . If, on any day, the Principal Obligation exceeds the Available Loan Amount or if an Implicit Borrowing Base Deficit exists (including, without limitation, as a result of an Exclusion Event), then the Credit Parties shall pay on demand such excess or amount of Implicit Borrowing Base Deficit, as applicable, to Administrative Agent, for the benefit of Lenders, in immediately available funds (except to the extent any such excess is otherwise addressed by Section 2. 1(d)(ii) : (A) promptly on demand (but in no event later than one (1) Business Day), to the extent such funds are available in the Collateral Account or another account maintained by Borrower; and (B) within fifteen (15) Business Days of demand to the extent that it is necessary for a Credit Party to issue Call Notices to fund such required payment (and the Credit Parties shall issue such Call Notices during such time, and shall pay such excess or amount of Implicit Borrowing Base Deficit, as applicable, immediately after the Capital Contributions relating to such Call Notice are received); provided that the amount of such excess shall be paid to Administrative Agent concurrently with the creation of such excess or deficit if it results from any willful act of any Credit Party. The Credit Parties hereby agree that Administrative Agent may withdraw from the Collateral Account any Capital Contributions deposited therein in respect of such Call Notices until the payment obligations required by this Section 2. 1(d)(i) have been satisfied in full.

     (ii) Excess Letters of Credit Outstanding . If any excess or amount of Implicit Borrowing Base Deficit, as applicable, calculated pursuant to Section 2. 1(d)(i) is attributable to undrawn Letters of Credit, the Credit Parties shall Cash Collateralize the Letter of Credit Liability in the amount of such excess or Implicit Borrowing Base Deficit, as applicable, when required pursuant to the

terms of Section 2. 1(d)(i) , as security for such portion of the Obligations. Unless otherwise required by law, upon: (i) a change in circumstances such that the Principal Obligation no longer exceeds the Available Loan Amount; or (ii) the full and final payment of the Obligations, Administrative Agent shall return to the Credit Parties (or the applicable Qualified Borrower) any amounts remaining in said cash collateral account.

     (e) Loans in Dollars . Each Loan made pursuant to this Credit Agreement shall be both funded and payable in Dollars.

     2.2. Revolving Credit Commitment . Subject to the terms and conditions herein set forth, each Alternate Lender severally agrees, on any Business Day during the Availability Period, to make Loans to Borrower or any Qualified Borrower at any time and from time to time in an aggregate principal amount up to such Lender’s Commitment at any such time; provided, however, that, after making such Loans: (a) such Lender’s Pro Rata Share of the Principal Obligation would not exceed such Lender’s Commitment as of such date; and (b) the Principal Obligation of such Lender’s Lender Group would not exceed the aggregate Commitment of the Alternate Lenders in such Lender Group. Subject to the foregoing limitation, the conditions set forth in Section 8 and the other terms and conditions hereof, Borrower or any Qualified Borrower may borrow, repay without penalty or premium, and re-borrow hereunder, during the Availability Period. Each Borrowing pursuant to this Section 2.2 shall be funded ratably by each Lender Group in accordance with its Lender Group Percentage. No Lender shall be obligated to fund any Loan if the interest rate applicable thereto under Section 2.11 hereof would exceed the Maximum Rate in effect with respect to such Loan.

     2.3. Borrowing Procedures .

     (a) Loan Notice . The applicable Borrower Party may request a Loan hereunder by delivering to Administrative Agent, by electronic mail, facsimile or by telephone notice followed by the written confirmation via electronic mail or other evidence of writing, a Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower Party (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of Borrower), no later than 11:00 a.m. at least two (2) Business Days prior to the proposed date of any Loan (including the initial Loan). Each such Loan Notice shall specify: (i) the desired amount of such Loan, which shall be (a) at least $500,000 at all times when there is only one Alternate Lender party hereto, and (b) at least $1,000,000 at all times when there are two or more Alternate Lenders party hereto; (ii) the desired date of such Loan (the “ Loan Date ”), which shall be a Business Day; and (iii) such other information as is required by the form of such Loan Notice. Each Loan Notice submitted by such Borrower Party shall be deemed to constitute a representation and warranty by the applicable Borrower Party that: (i) the representations and warranties set forth in Section 9 hereof are true and correct in all material respects on and as of the date of such Loan Notice, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed to the Administrative Agent and do not constitute an Event of Default or a Potential Default under this Credit Agreement or any other Loan Document); (ii) no Event of Default or, to its knowledge, Potential Default

exists and is continuing at such date; (iii) the conditions specified in Sections 8.1 , 8.2 (if applicable) and 8.3 , have been or will be satisfied as of the Loan Date; and (iv) after giving effect to such Borrowing, the Principal Obligation will not exceed the Available Loan Amount as of such date. No Loan Notice shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by the information and other documents required to be delivered in accordance with this Section 2.3 . All Loans hereunder shall be made by each Lender Group on a pro rata basis based on the Lender Group Percentage of each Lender Group.

     (b) Further Information . Each Loan Notice shall be accompanied or preceded by: (A) a Borrowing Base Certificate dated the date of such Loan Notice; and (B) such documents as are required to satisfy any applicable conditions precedent as provided in Section 8.2 .

     (c) Notification of Conduit Lender . Administrative Agent will promptly notify each Managing Agent of Administrative Agent’s receipt of any Loan Notice, and each Managing Agent will promptly notify each of the Lenders in its Lender Group. If the Loan Notice is received prior to the Conduit Investment Termination Date for a Conduit Lender, such Conduit Lender (or its Administrator on its behalf) shall instruct Administrative Agent to accept or reject such Loan Notice by notice given to Administrative Agent and the applicable Borrower Party by telephone or facsimile by no later than the close of its business on the later of the Business Day of its receipt of any such Loan Notice or the Business Day prior to the applicable Loan Date.

     (d) Loan Notice Irrevocable . Each Loan Notice shall be irrevocable and binding on such Borrower and any applicable Qualified Borrower, and Borrower (and, if applicable, the Qualified Borrower) shall indemnify Lenders against any cost, loss, or expense incurred by Lenders, or any of them, as a result of any failure to fulfill, on or before the date specified in the Loan Notice, the conditions to such Borrowing set forth herein, including, without limitation, any cost, loss, or expense incurred by reason of the liquidation or redeployment of the deposits or other funds acquired by Lenders, or any of them, to fund the Borrowing to be made by Lenders as a part of such Borrowing when such Borrowing, as a result of such failure, is not made on such date (including, in the case of a Conduit Lender, pursuant to a Program Support Agreement), except with respect to a Borrowing for a Loan at the Base Rate, as to which Borrower shall not be required to indemnify Lenders against such costs, losses or expenses incurred by Lenders as a result of such liquidation or redeployment of funds. A certificate of Administrative Agent setting forth the amount of any such cost, loss or expense, and the basis for the determination thereof and the calculation thereof, shall be delivered to Borrower and the applicable Qualified Borrower and shall, in the absence of a manifest error, be conclusive and binding

     (e) Alternate Lender’s Commitment . At no time will any Conduit Lender have any obligation to fund a Loan or participate in any Letter of Credit. At all times on and after the Conduit Investment Termination Date for a Conduit Lender or if a Conduit Lender has failed for whatever reason to fund its portion of a Borrowing in full, all Loans and participations in Letters of Credit shall be made by the Alternate Lenders of the

related Lender Group. At any time when a Conduit Lender has rejected a request for Loan (it being understood that if a Conduit Lender does not fund any Loan in relation to which all of the conditions precedent set forth in Section 8.2 (if applicable) and Section 8.3 have been satisfied on the date set forth in the applicable Loan Notice, such Conduit Lender shall be deemed to have rejected the request for Loan), the related Managing Agent shall so notify the related Alternate Lenders and such Alternate Lenders shall make such Loan, on a pro rata basis, in accordance with their respective Alternate Lender Pro Rata Shares. Notwithstanding anything contained in this Section 2. 3(e) or elsewhere in this Credit Agreement to the contrary, no Alternate Lender shall be obligated to provide Administrative Agent or any Borrower Party with funds in connection with a Loan in an amount that would result in the sum of the portion of the Loans then funded by it plus such Alternate Lender’s Alternate Lender Pro Rata Share of the applicable Lender Group Percentage of the Letter of Credit Liability exceeding its Commitment then in effect (minus the unrecovered principal amount of such Alternate Lender’s investments in the Principal Obligation pursuant to the Program Support Agreement to which it is a party). The obligation of each Alternate Lender to remit its Alternate Lender Pro Rata Share of any such Loan requested of its Lender Group shall be several from that of each other Alternate Lender, and the failure of any Alternate Lender to so make such amount available to Administrative Agent shall not relieve any other Alternate Lender of its obligation hereunder.

     (f) Payment of Loan . On any Loan Date, each Conduit Lender or each Alternate Lender, as the case may be, shall remit its share of the aggregate amount of such Loan to Administrative Agent, by wire transfer of immediately available funds to Administrative Agent for the account of the appropriate Borrower Party no later than 12:00 noon. Administrative Agent shall in turn forward the same in immediately available funds to the appropriate Borrower Party’s account at Administrative Agent specified in the Loan Notice, or, if requested by the applicable Borrower Party in the Loan Notice, wire transfer such funds as requested.

     (g) Managing Agents May Advance Funds . Unless a Managing Agent shall have received notice from any Lender in its Lender Group that such Person will not make its share of any Loan available on the applicable Loan Date therefor (for purposes of this paragraph only, the “ Loan Amount ”), such Managing Agent may (but shall have no obligation to) make any such Lender’s share of any such Loan available to the applicable Borrower Party in anticipation of the receipt by such Managing Agent of such Loan Amount from the applicable Lender. To the extent any such Lender fails to remit such Loan Amount to such Managing Agent after any such advance by such Managing Agent on such Loan Date, such Lender shall be required to pay such Loan Amount for its own account, together with interest thereon at a per annum rate equal to the Federal Funds Rate to such Managing Agent upon its demand therefor. If such Lender does not pay such Loan Amount together with such interest, such Managing Agent will promptly notify the Borrower, and Borrower shall immediately pay such Loan Amount to Administrative Agent (for distribution to the applicable Managing Agent), together with interest thereon from the applicable Loan Date through the date such Loan Amount is repaid to Administrative Agent promptly on demand, to the extent such funds are available in the Collateral Account; and otherwise, to the extent that it is necessary for

Borrower to issue Call Notices to fund such required payment, within fifteen (15) Business Days after Administrative Agent’s demand (but, in any event, the Credit Parties shall issue such Call Notices and shall make such payment promptly after the related Capital Contributions are received); or (ii) from any Qualified Borrower (as applicable), promptly on demand; in each case, together with interest at a rate per annum equal to the rate applicable to the requested Borrowing for the period commencing on the borrowing date and ending on (but excluding) the date Administrative Agent recovers the amount from Borrower. Until such amount shall be repaid, such amount shall be deemed to be a Loan funded by the applicable Managing Agent and such Managing Agent shall be deemed to be the owner of such Loan. Upon the payment of such amount to Administrative Agent by such Lender, such payment shall constitute such Person’s payment of its share of the applicable Loan.

     (h) Defaulting Alternate Lender . If, by 2:00 p.m. on any Loan Date or Assignment Date, as applicable, whether or not any Managing Agent has advanced the amount of the applicable Loan or paid the applicable Assignment Amount, one or more Alternate Lenders in a Lender Group (each, a “ Defaulting Alternate Lender ”, and each Alternate Lender other than any Defaulting Alternate Lender being referred to as a “ Non-Defaulting Alternate Lender ”) fails to make its share of any Loan available to Administrative Agent pursuant to Section 2.3(f ) or any Assignment Amount payable by it pursuant to Section 7.1 (the aggregate amount not so made available to Administrative Agent being herein called in either case the “ Loan Deficit ”), then such Alternate Lender’s Managing Agent shall, by no later than 2:30 p.m. on the applicable Loan Date or the applicable Assignment Date, as the case may be, instruct each Non-Defaulting Alternate Lender in such Lender Group to pay, by no later than 3:00 p.m. on such date, in immediately available funds, to the account designated by Administrative Agent, an amount equal to the lesser of: (i) such Non-Defaulting Alternate Lender’s proportionate share (based upon the relative Commitments of the Non-Defaulting Alternate Lenders) of the Loan Deficit with respect to such Lender Group; and (ii) its unused Commitment. A Defaulting Alternate Lender shall forthwith, upon demand, pay to its related Managing Agent for the ratable benefit of the Non-Defaulting Alternate Lenders all amounts paid by each Non-Defaulting Alternate Lender on behalf of such Defaulting Alternate Lender, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Alternate Lender until the date such Non Defaulting Alternate Lender has been paid such amounts in full, at a rate per annum equal to the Default Rate. In addition, if, after giving effect to the provisions of the immediately preceding sentence, any Loan Deficit with respect to any Assignment Amount continues to exist, each such Defaulting Alternate Lender shall pay interest to the related Managing Agent, for the account of the related Conduit Lender, on such Defaulting Alternate Lender’s portion of such remaining Loan Deficit, at a rate per annum , equal to the Default Rate, for each day from the applicable Assignment Date until the date such Defaulting Alternate Lender shall pay its portion of such remaining Loan Deficit in full to such Conduit Lender.

     (i) Intent to Fund . Subject to Section 2.4 , each Conduit Lender confirms with Borrower that it intends to fund all Loans hereunder through the issuance of its Commercial Paper to the extent reasonably available prior to the occurrence of an Event of Default or Potential Default.

     2.4. Determination of Yield and Interest Periods . For purposes of determining the Interest Period applicable to each Loan and of calculating Yield with respect thereto, each applicable Managing Agent shall allocate the Loans of the Lenders in its Lender Group to tranches (each a “ Portion of Loan ”). Any Portion of Loan funded by a Conduit Lender may from time to time be funded through the issuance of Commercial Paper or pursuant to a Program Support Agreement, in the sole discretion of such Conduit Lender. Any Portion of Loan funded by the Alternate Lenders or the applicable Program Support Providers shall accrue Yield at the Alternate Rate or Base Rate, as selected by the Borrower. Any Portion of Loan funded by the Conduit Lenders through the issuance of Commercial Paper shall accrue Yield at the applicable CP Rate. At any time, each Portion of Loan shall have only one Interest Period and one Rate Type. The aggregate Portions of Loans of each Lender Group at all times shall be equal to the Loans of such Lender Group, and at any time when the Loans are not divided into two or more portions, the term “ Portion of Loans ” shall mean 100% of the Loans of such Lender Group.

     2.5. Letters of Credit .

     (a) Letter of Credit Commitment .

     (i) Subject to the terms and conditions hereof, on any Business Day during the Availability Period: (A) the Letter of Credit Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.5 : (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of a Borrower Party, in aggregate face amounts that shall be not less than $500,000 ( provided , however , three (3) Letters of Credit for amounts less than $500,000 may be issued each calendar year), as a Borrower Party may request, and to amend or extend Letters of Credit previously issued by it; and (2) to honor drawings under the Letters of Credit; and (B) the Alternate Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower Party and any drawings thereunder; provided that after giving effect to an issuance of a Letter of Credit; (1) the Principal Obligation will not exceed the Available Loan Amount on such date; (2) no Implicit Borrowing Base Deficit shall exist and (3) the Letter of Credit Liability will not exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower Party’s ability to obtain Letters of Credit shall be fully revolving, and accordingly a Borrower Party 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. The Letter of Credit Issuer shall have the right to approve the form of Letter of Credit requested.

     (ii) The Letter of Credit Issuer shall not issue or extend any Letter of Credit, if: (A) subject to Section 2. 5(b)(iii) , the expiration date of such Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Letter of Credit Issuer has approved such expiry date in its sole discretion; or (B) the expiration date of such Letter of Credit would occur after the date fifteen (15) Business Days prior to the Stated Maturity Date, unless the Borrower or applicable Qualified Borrower shall Cash Collateralize the then-

outstanding Letter of Credit Liability in respect of such Letter of Credit fifteen (15) Business Days prior to the then-applicable Stated Maturity Date, and such Letter of Credit has an expiration date that is not later than twelve (12) months following the Stated Maturity Date.

     (iii) The Letter of Credit Issuer shall be under no 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 Letter of Credit Issuer from issuing such Letter of Credit, or any Law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Letter of Credit Issuer in good faith deems material to it; (B) the issuance of such Letter of Credit would violate any Laws or one or more policies of the Letter of Credit Issuer; (C) such Letter of Credit is to be denominated in a currency other than Dollars; (D) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (E) a default of any Lender’s obligations to fund hereunder exists or any Lender is at such time a Defaulting Alternate Lender hereunder, unless the Letter of Credit Issuer has entered into satisfactory arrangements with the Borrower Parties or such Lender to eliminate the Letter of Credit Issuer’s risk with respect to such Lender.

     (iv) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if: (A) the Letter of Credit 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.

(b)  Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower Party delivered to the Letter of Credit Issuer (with a copy to Administrative Agent) in the form of a Request for Letter of Credit and an Application and Agreement for Letter of Credit, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Letter of Credit must be received by the Letter of Credit Issuer and Administrative Agent not later than 11:00 a.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree

in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Request for Letter of Credit shall specify in form and detail satisfactory to the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, the related Request for Letter of Credit shall specify in form and detail satisfactory to the Letter of Credit Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Letter of Credit Issuer may reasonably require. Additionally, the applicable Borrower Party shall furnish to the Letter of Credit Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or Administrative Agent may reasonably require.

     (ii) Promptly after receipt of any Request for Letter of Credit, the Letter of Credit Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such Request for Letter of Credit from a Borrower Party and, if not, the Letter of Credit Issuer will provide Administrative Agent with a copy thereof. The Letter of Credit Issuer shall also promptly notify each Managing Agent (which in turn shall promptly notify each Lender in its Lender Group) of the Request for Letter of Credit and the terms thereof. Unless the Letter of Credit Issuer has received written notice from any Lender, Administrative Agent or any Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 8 shall not then be satisfied, then, subject to the terms and conditions hereof, the Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with the Letter of Credit Issuer’s usual and customary business practices.

     (iii) If a Borrower Party so requests in any applicable Request for Letter of Credit, the Letter of Credit Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit 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 Business 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. Unless otherwise directed by the Letter of Credit

Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit 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 Letter of Credit 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 Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit 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 clause (ii) or (iii) of Section 2. 5(a) or otherwise); or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 8.2 and, if applicable, Section 8.3 , is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension.

     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will also deliver to the applicable Borrower Party and Administrative Agent and each Managing Agent a true and complete copy of such Letter of Credit or amendment.

     (v) Whenever the Letter of Credit Issuer issues a Letter of Credit, each Alternate Lender shall, automatically and without further action of any kind upon the effective date of issuance of such Letter of Credit, have irrevocably (i) agreed to acquire a participation interest therein in an amount equal to its Alternate Lender Pro Rata Share of its Lender Group Percentage of the Letter of Credit Liability attributable to such Letter of Credit and (ii) committed to make a Loan hereunder equal to its Alternate Lender Pro Rata Share of its Lender Group Percentage of the applicable reimbursement amount in the event that such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed by a Borrower Party upon such draw or a Loan with respect to such unreimbursed draw is not made by such Alternate Lender’s related Conduit Lender. In the event that any Letter of Credit expires or is surrendered to the Letter of Credit Issuer without being drawn (in whole or in part) then, in such event, the foregoing commitment to make Loans with respect to draws under such Letter of Credit shall expire with respect to such Letter of Credit and the Letter of Credit Liability shall automatically reduce by the amount of the Letter of Credit which is no longer outstanding. Each Lender shall share in all rights and obligations resulting therefrom, in accordance with such participation interest, including, without limitation: (i) the right to receive from Administrative Agent its share of any reimbursement of the amount of each draft drawn under each Letter of Credit, including any interest payable with respect thereto; (ii) the right to receive from the Letter of Credit Issuer its share of the Letter of Credit Fees pursuant to Section 2.10 hereof; (iii) the right to receive from the Letter of Credit

Issuer its additional costs pursuant to Section 4 hereof; and (iv) the obligation to reimburse Administrative Agent in the form of a Loan to the applicable Borrower Party hereunder upon receipt of notice of any payment by the Letter of Credit Issuer.

     (c) Drawings and Reimbursements; Funding of Participation .

     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Letter of Credit Issuer shall notify the applicable Borrower Party and Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the Letter of Credit Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the applicable Borrower Party shall reimburse the Letter of Credit Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If a Borrower Party fails to so reimburse the Letter of Credit Issuer by such time, the Administrative Agent shall promptly notify each Managing Agent of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Lender Group’s Lender Group Percentage thereof. Each such notice by the Letter of Credit Issuer shall be treated as a Loan Notice by the applicable Borrower Party. In such event, the applicable Borrower Party shall be deemed to have requested a Borrowing to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3, but subject to the amount of the unutilized portion of the Available Loan Amount and the conditions set forth in Section 8.2 , if applicable, and Section 8.3 (other than the delivery of a Loan Notice). Any notice given by the Letter of Credit Issuer or Administrative Agent pursuant to this Section 2. 5(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

     (ii) If the Letter of Credit Issuer so notifies a Managing Agent prior to 11:00 a.m. on any Business Day, such Managing Agent’s related Lender Group shall make available to Administrative Agent, for the account of the Letter of Credit Issuer, its Lender Group Percentage of the Unreimbursed Amount by 4:30 p.m. on such Business Day (or a subsequent day specified by Administrative Agent) in immediately available funds. If the Letter of Credit Issuer so notifies a Managing Agent after 11:00 a.m. on any Business Day, such Managing Agent’s related Lender Group shall make available to Administrative Agent for the account of the Letter of Credit Issuer its Lender Group Percentage of the Unreimbursed Amount by 12:00 noon on the next Business Day (or a subsequent day specified by Administrative Agent) in immediately available funds. If any amounts have been deposited into a segregated interest-bearing cash collateral account for the purpose of Cash Collateralizing the Letter of Credit Liability, the Letter of Credit Issuer shall use such funds to satisfy any drawings under the Letters of Credit prior to notifying the Managing Agents of the need for a Loan with respect thereto. Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due Administrative Agent by reason of any draft of a Letter of

Credit or due the Letter of Credit Issuer under any Application and Agreement for Letter of Credit. If any payment received by Administrative Agent pursuant to this Section 2. 5(c) is required to be returned under any of the circumstances described in Section 14.4 , each Alternate Lender shall pay to Administrative Agent for the account of the Letter of Credit Issuer its Alternate Lender Pro Rata Share of the related Lender Group Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing because the conditions set forth in Section 8.2 , if applicable, and Section 8.3 , cannot be satisfied or for any other reason, the applicable Borrower Party shall be deemed to have incurred from the Letter of Credit Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender Group’s payment to Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 2. 5(c)(i) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from the applicable Lenders in such Lender Group in satisfaction of its participation obligation under this Section 2.5 .

     (iv) Until each applicable Lender in each Lender Group funds its Loan or L/C Advance pursuant to this Section 2. 5(c) to reimburse the Letter of Credit Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender Group’s Lender Group Percentage of such amount shall be solely for the account of the Letter of Credit Issuer.

     (v) Each Alternate Lender’s obligation to make Loans or L/C Advances to reimburse the Letter of Credit Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.5(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including: (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Letter of Credit Issuer, any Credit Party, or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Potential Default or Event of Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however , that each Alternate Lender’s obligation to make Loans pursuant to this Section 2. 5(c) is subject to the conditions set forth in Section 8.2 , if applicable, and Section 8.3 (other than delivery of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligations of any Credit Party to reimburse the Letter of Credit Issuer for the amount of any payment made by the Letter of Credit Issuer under any Letter of Credit, together with interest as provided herein.

     (vi) If any Alternate Lender fails to make available to Administrative Agent for the account of the Letter of Credit Issuer any amount required to be

paid by such Lender pursuant to the foregoing provisions of this Section 2.5(c) by the time specified in Section 2. 5(c)(ii) , the Letter of Credit Issuer shall be entitled to recover from such Alternate Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Letter of Credit Issuer submitted to any Alternate Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

     (d) Repayment of Participations.

     (i) At any time after the Letter of Credit Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.5(c) , if Administrative Agent receives for the account of the Letter of Credit Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of cash collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by Administrative Agent.

     (ii) If any payment received by Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 2. 5(c)(i) is required to be returned under any of the circumstances described in Section 14.4 (including pursuant to any settlement entered into by the Letter of Credit Issuer in its discretion), each Alternate Lender shall, and each Conduit Lender may (and if a Conduit Lender does not, the Alternate Lenders in its Lender Group shall), pay to Administrative Agent for the account of the Letter of Credit Issuer its Pro Rata Share thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

     (e) Obligations Absolute . The obligations of the applicable Borrower Party to reimburse the Letter of Credit Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances, including the following:

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

     (ii) the existence of any claim, counterclaim, set-off, defense or other right that any Borrower Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary

or any such transferee may be acting), the Letter of Credit Issuer or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

     (iii) any draft, demand, certificate or other document presented under such 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 such Letter of Credit;

     (iv) any payment by the Letter of Credit Issuer under such 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 Letter of Credit Issuer under such 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 such 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 Party.

The applicable Borrower Party shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower Party’s instructions or other irregularity, such Borrower Party will immediately notify the Letter of Credit Issuer. The applicable Borrower Party shall be conclusively deemed to have waived any such claim against the Letter of Credit Issuer and its correspondents unless such notice is given as aforesaid.

     (f) Role of Letter of Credit Issuer . Each Lender and each Borrower Party agree that, in paying any drawing under a Letter of Credit, the Letter of Credit 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 Letter of Credit Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the Letter of Credit 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 willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or related Request for Letter of Credit. Each Borrower Party 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 any Borrower Party’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 Letter of Credit Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Letter of Credit Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.5(e) ; provided, however , that anything in such clauses to the contrary notwithstanding, a Borrower Party may have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer may be liable to such Borrower Party, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower Party which such Borrower Party proves were caused by the Letter of Credit Issuer’s willful misconduct or gross negligence or the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Letter of Credit 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