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Exhibit 10.1

EXECUTION VERSION

REVOLVING CREDIT AGREEMENT

dated as of October 11, 2011

among

EOG RESOURCES, INC.
as Borrower

and

JPMORGAN CHASE BANK, N.A.
as Administrative Agent

BARCLAYS CAPITAL and CITIBANK, N.A.
as Syndication Agents

WELLS FARGO BANK, NATIONAL ASSOCIATION,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
and
ROYAL BANK OF CANADA
as Documentation Agents

and

THE BANKS NAMED HEREIN
as Banks

J.P. MORGAN SECURITIES LLC, BARCLAYS CAPITAL,
CITIGROUP GLOBAL MARKETS INC.,
WELLS FARGO SECURITIES, LLC,
ROYAL BANK OF CANADA
and
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
as Joint Lead Arrangers and Bookrunners

 


 

Table of Contents

 

 

 

 

 

 

 

Page

 

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

 

 

1

 

Section 1.1 Certain Defined Terms

 

 

1

 

Section 1.2 Computation of Time Periods

 

 

19

 

Section 1.3 Accounting Terms

 

 

19

 

Section 1.4 Miscellaneous

 

 

19

 

Section 1.5 Ratings

 

 

19

 

ARTICLE II AMOUNT AND TERMS OF THE ADVANCES

 

 

19

 

Section 2.1 The Advances

 

 

19

 

Section 2.2 Making the Advances

 

 

20

 

Section 2.3 Fees

 

 

21

 

Section 2.4 Repayment

 

 

22

 

Section 2.5 Interest

 

 

22

 

Section 2.6 Additional Interest on Eurodollar Advances

 

 

22

 

Section 2.7 Interest Rate Determination and Protection

 

 

23

 

Section 2.8 Voluntary Conversion of Borrowings; Continuation of Eurodollar Borrowings

 

 

25

 

Section 2.9 Letters of Credit

 

 

25

 

Section 2.10 Prepayments

 

 

36

 

Section 2.11 Increased Costs; Capital Adequacy, Etc

 

 

36

 

Section 2.12 Illegality

 

 

37

 

Section 2.13 Payments and Computations

 

 

38

 

Section 2.14 Taxes

 

 

39

 

Section 2.15 Sharing of Payments, Etc

 

 

44

 

Section 2.16 Ratable Reduction or Termination of the Commitments; Canadian Allocation of Commitments; Sterling Allocation of Commitments

 

 

44

 

Section 2.17 Non-Ratable Reduction or Termination of Commitments

 

 

45

 

Section 2.18 Termination; Replacement of Bank

 

 

46

 

Section 2.19 Defaulting Banks

 

 

48

 

Section 2.20 Commitment Increase

 

 

52

 

Section 2.21 Extension of Termination Date

 

 

54

 

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Page

 

Section 2.22 Swingline Commitment

 

 

55

 

Section 2.23 Procedure for Swingline Borrowing; Refunding of Swingline Loans

 

 

55

 

ARTICLE III CONDITIONS TO ADVANCES

 

 

57

 

Section 3.1 Initial Conditions Precedent

 

 

57

 

Section 3.2 Additional Conditions Precedent to Each Advance and L/C Credit Extension

 

 

58

 

ARTICLE IV REPRESENTATIONS AND WARRANTIES

 

 

58

 

Section 4.1 Representations and Warranties of the Borrower

 

 

58

 

ARTICLE V COVENANTS OF THE BORROWER

 

 

61

 

Section 5.1 Affirmative Covenants

 

 

61

 

Section 5.2 Negative Covenants

 

 

65

 

ARTICLE VI EVENTS OF DEFAULT

 

 

67

 

Section 6.1 Events of Default

 

 

67

 

ARTICLE VII THE AGENTS

 

 

70

 

Section 7.1 Authorization of the Agents

 

 

70

 

Section 7.2 Delegation of Duties

 

 

71

 

Section 7.3 Liability of the Agents

 

 

71

 

Section 7.4 Reliance by Agents

 

 

71

 

Section 7.5 Notice of Default

 

 

72

 

Section 7.6 Credit Decision; Disclosure of Information by the Agents

 

 

72

 

Section 7.7 Indemnification of the Administrative Agents

 

 

73

 

Section 7.8 The Agents in their Respective Individual Capacities

 

 

73

 

Section 7.9 Successor Agents

 

 

74

 

Section 7.10 The Administrative Agent May File Proofs of Claim

 

 

75

 

Section 7.11 Other Agents; Arrangers and Managers

 

 

76

 

ARTICLE VIII MISCELLANEOUS

 

 

76

 

Section 8.1 Amendments, Etc

 

 

76

 

Section 8.2 Notices, Etc

 

 

76

 

Section 8.3 No Waiver; Remedies

 

 

78

 

Section 8.4 Costs and Expenses

 

 

78

 

Section 8.5 Payments Set Aside; Right of Set-Off

 

 

80

 

Section 8.6 Assignments and Participations

 

 

80

 

ii


 

 

 

 

 

 

 

 

Page

 

Section 8.7 Governing Law; Entire Agreement; Integration; Jurisdiction

 

 

84

 

Section 8.8 Interest

 

 

85

 

Section 8.9 Captions

 

 

86

 

Section 8.10 Confidentiality

 

 

86

 

Section 8.11 Survival; Term; Reinstatement

 

 

86

 

Section 8.12 Severability

 

 

87

 

Section 8.13 Time of the Essence

 

 

87

 

Section 8.14 Execution in Counterparts

 

 

87

 

Section 8.15 Effectiveness

 

 

87

 

Section 8.16 Tax Forms

 

 

87

 

Section 8.17 Waiver of Right to Trial by Jury

 

 

89

 

Section 8.18 USA Patriot Act Notice

 

 

90

 

Section 8.19 Calculation of Dollar Equivalent Amounts

 

 

90

 

Section 8.20 No Fiduciary Duty

 

 

90

 

iii


 

Appendix 1 — Terms of Canadian Borrowings and Canadian Letters of Credit

ARTICLE IA
DEFINITIONS

 

 

 

 

 

Section 1A.1 Certain Defined Terms

 

Appendix 1-1

ARTICLE IIA
AMOUNT AND TERMS OF THE CANADIAN ADVANCES

 

 

 

 

 

Section 2A.1 The Canadian Advances

 

Appendix 1-7

Section 2A.2 Making the Canadian Advances

 

Appendix 1-7

Section 2A.3. Fees

 

Appendix 1-9

Section 2A.4. Repayment

 

Appendix 1-9

Section 2A.5. Interest

 

Appendix 1-9

Section 2A.6. Voluntary Conversion of Borrowings

 

Appendix 1-10

Section 2A.7. Canadian Letters of Credit

 

Appendix 1-11

Section 2A.8. Prepayments

 

Appendix 1-19

Section 2A.9. Payments and Computations

 

Appendix 1-20

Section 2A.10. Canadian Allocation and Reallocation of the Commitments

 

Appendix 1-20

Section 2A.11. Canadian Bankers’ Acceptances

 

Appendix 1-21

Section 2A.12. Currency Fluctuations

 

Appendix 1-26

Section 2A.13. Currency Conversion and Currency Indemnity

 

Appendix 1-26

ARTICLE IIIA
ADDITIONAL CONDITIONS TO CANADIAN ADVANCES

 

 

 

 

 

Section 3A.1. Additional Initial Conditions Precedent

 

Appendix 1-27

Section 3A.2. Additional Conditions Precedent to Each Canadian Advance and Canadian L/C Credit Extension

 

Appendix 1-28

Appendix 2 — Terms of Sterling Borrowings and Sterling Letters of Credit

ARTICLE IB
DEFINITIONS

 

 

 

 

 

Section 1B.1 Certain Defined Terms

 

Appendix 2-1

ARTICLE IIB
AMOUNT AND TERMS OF THE STERLING ADVANCES

 

 

 

 

 

Section 2B.1 The Sterling Advances

 

Appendix 2-5

Section 2B.2 Making the Sterling Advances

 

Appendix 2-6

Section 2B.3 Fees

 

Appendix 2-7

Section 2B.4 Repayment

 

Appendix 2-7

Section 2B.5 Interest

 

Appendix 2-7

Section 2B.6 Additional Interest on Sterling Advances

 

Appendix 2-8

Section 2B.7 Interest Rate Determination and Protection

 

Appendix 2-8

Section 2B.8 Sterling Letters of Credit

 

Appendix 2-10

Section 2B.9 Prepayments

 

Appendix 2-18

Section 2B.10 Payments and Computations

 

Appendix 2-19

iv


 

 

 

 

 

 

Section 2B.11 Sterling Allocation and Reallocation of the Commitments

 

Appendix 2-19

Section 2B.12 Currency Fluctuations

 

Appendix 2-20

Section 2B.13 Currency Conversion and Currency Indemnity

 

Appendix 2-20

ARTICLE IIIB
ADDITIONAL CONDITIONS TO STERLING ADVANCES

 

 

 

 

 

Section 3B.1 Additional Initial Conditions Precedent

 

Appendix 2-21

Section 3B.2 Additional Conditions Precedent to Each Sterling Advance and Sterling L/C Credit Extension

 

Appendix 2-22

SCHEDULES AND EXHIBITS

 

 

 

Domestic Facility :

 

 

 

Schedule I

 

Facility Fee and Applicable Margins

Schedule II

 

Banks, Commitments, Pro Rata Shares and Administrative Information

Schedule III

 

Outstanding Letters of Credit

Schedule IV

 

Swingline Commitments

 

 

 

Exhibit A

 

Form of Note

Exhibit B

 

Form of Notice of Borrowing

Exhibit C

 

Form of Notice of Conversion

Exhibit D

 

Terms of Negative Pledge

Exhibit E

 

Form of Assignment and Assumption

Exhibit F

 

Form of Notice of Commitment Increase

 

 

 

Canadian Facility :

 

 

 

Exhibit 1-A

 

Form of Canadian Note

Exhibit 1-B

 

Form of Canadian Notice of Borrowing

Exhibit 1-C

 

Form of Canadian Notice of Conversion

Exhibit 1-D

 

Form of Canadian Guaranty

 

 

 

Sterling Facility :

 

 

 

Exhibit 2-A

 

Form of Sterling Note

Exhibit 2-B

 

Form of Sterling Notice of Borrowing

Exhibit 2-C

 

Form of UK Guaranty

v


 

REVOLVING CREDIT AGREEMENT

Dated as of October 11, 2011

     EOG Resources, Inc., a Delaware corporation, the Banks, JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks, Barclays Capital, the investment banking division of Barclays Bank PLC, and Citibank, N.A., as Syndication Agents, and Wells Fargo Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, LTD. and Royal Bank of Canada, as Documentation Agents, agree as follows:

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

     Section 1.1 Certain Defined Terms. Unless otherwise expressly provided in this Agreement (without regard to Appendix 1 and Appendix 2 hereto), capitalized terms used herein which are defined in Appendix 1 or Appendix 2 hereto have the meanings therein defined. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined):

     “ 2007 Tax Act ” has the meaning specified in the definition of the term “UK Tax Act”.

     “ 2010 Tax Act ” has the meaning specified in the definition of the term “UK Tax Act”.

     “ Adjusted Eurodollar Rate ” means the Eurodollar Rate, as adjusted for statutory reserve requirements for Eurocurrency liabilities.

     “ Administrative Agent ” means JPMorgan in its capacity as administrative agent under this Agreement, together with any successor thereto pursuant to Section 7.9.

     “ Advance ” means an advance by a Bank to the Borrower pursuant to Article II (as divided or combined from time to time as contemplated in the definition herein of “ Borrowing ”), and refers to a Base Rate Advance or a Eurodollar Advance (each of which shall be a “ Type ” of Advance).

     “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

     “ Agent ” means any of the Administrative Agent, the Canadian Administrative Agent and/or the UK Administrative Agent, as the context requires.

     “ Agent-Related Persons ” means each Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

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     “ Agreement ” means this Revolving Credit Agreement, as the same may from time to time be amended, modified, restated, or replaced from time to time, including, for the avoidance of doubt, each Appendix hereto.

     “ Alternative Currency ” means each of the Canadian Dollar, Sterling, and each other currency (other than Dollars) that may be approved hereunder.

     “ AML Legislation ” has the meaning given to it in Section 8.18.

     “ Applicable Lending Office ” means, with respect to each Bank, such Bank’s Domestic Lending Office in the case of a Base Rate Advance and such Bank’s Eurodollar Lending Office in the case of a Eurodollar Advance.

     “ Applicable Margin ” means, for each Rating Level, (i) the percentage set forth adjacent to the respective captioned terms “Applicable Margin-Base Rate” and “Applicable Margin-Non-Base Rate”, as each of the foregoing is set forth in Schedule I , and for any day for each Base Rate Advance, for any Interest Period for each Eurodollar Advance, for any Sterling Interest Period for each Sterling Advance, or with respect to any Canadian Bankers’ Acceptance accepted by any Canadian Bank at any time, as the case may be, the percentage per annum applicable on such day for such Base Rate Advance, or to such Interest Period for such Eurodollar Advance, such Sterling Interest Period for such Sterling Advance or at such times with respect to such Canadian Bankers’ Acceptance, as the case may be, as shown in Schedule I and (ii) being based on the Rating Level, which for the purposes of determining such respective Applicable Margins shall be the Rating Level in effect on the first day of such quarter for such Base Rate Advance, the first day of such Interest Period or Sterling Interest Period, as applicable, or on the corresponding day that such Canadian Bankers’ Acceptances are accepted by the Canadian Banks, as the case may be.

     “ Arrangers ” means J.P. Morgan Securities LLC, Barclays Capital, the investment banking division of Barclays Bank, and Citigroup Global Markets Inc.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Bank and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit E .

     “ Attorney Costs ” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

     “ Bankruptcy Code ” means Title 11 of the United States Code, as now or hereafter in effect, or any successor thereto.

     “ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a

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governmental authority or instrumentality thereof, provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such governmental authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

     “ Banks ” means each Person a signatory to the Base Agreement, and shall include any Person that becomes a Bank pursuant to Section 2.18, Section 2.19 or Section 8.6, in each case, however, so long as it shall hold a Commitment.

     “ Barclays Bank ” means Barclays Bank PLC, and any successor thereto.

     “ Base Agreement ” means the physical portion of this Agreement excluding each Joinder to Credit Agreement and each Appendix.

     “ Base Rate ” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1 / 2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and (c) the Adjusted Eurodollar Rate for a one-month interest period plus 1%. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’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 the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

     “ Base Rate Advance ” means an Advance which bears interest as provided in Section 2.5(a).

     “ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

     “ Borrower ” means EOG Resources, Inc., a Delaware corporation, and any successor thereto pursuant to Section 5.2(e).

     “ Borrowing ” means a borrowing hereunder consisting of Advances of the same Type made on the same day by the Banks pursuant hereto and, in the case of Eurodollar Advances, having the same Interest Period; provided that (a) all Base Rate Advances outstanding at any time shall thereafter be deemed to be one Borrowing, and (b) subject to the limitations in Section 2.2(a) as to the number of permitted Interest Periods and subject to the provisions of Sections 2.7, 2.8(c) and 2.12 on the last day of an Interest Period for a Borrowing comprised of Eurodollar Advances, such Borrowing may be divided ratably to form multiple Borrowings comprised of Eurodollar Advances (with the result that each Bank’s Advance as a part of each such multiple Borrowing is proportionately the same as its Advance as a part of such divided Borrowing) or combined with all or a ratable portion of the Base Rate Advances or all or a ratable portion of one or more other Borrowings, the Interest Period for which also ends on such day, to form a new Borrowing comprised of Eurodollar Advances, such division or combination to be made by notice from the Borrower given to the Administrative Agent not later than 11:00 A.M. on the third Business Day prior to the proposed division or combination specifying the date of such

3


 

division or combination (which shall be a Business Day) and all other relevant information (such as the Borrowings to be divided or combined, the respective amounts of the Borrowings resulting from any such division, the relevant Interest Periods, the amount of the Base Rate Advances or other Borrowings to be so combined and such other information as the Administrative Agent may request), but in no event shall any Borrowing resulting from, or remaining after, any such division or combination be less than $5,000,000, and in all cases each Bank’s Advance as a part of each such combined, resultant or remaining Borrowing shall be proportionately the same as its Advances as a part of the relevant Borrowings prior to such division or combination and each combined, resultant or remaining Borrowing shall be in an integral multiple of $1,000,000. Each Borrowing comprised of a Type of Advance shall be that “ Type ” of Borrowing.

     “ Business Day ” means (a) any day of the year except Saturday, Sunday and any day on which banks are required or authorized to close in Houston, Texas, New York, New York, or the state in which the Payment Office is located, and (b) if the applicable Business Day relates to any Eurodollar Advances, any day which is a “Business Day” described in clause (a) and which is also a day for trading by and between banks in the applicable interbank Eurodollar market.

     “ Cash Collateralize ” has the meaning specified in Section 2.9(g).

     “ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, set forth at 42 U.S.C. §§9601 et seq (1988), state and local analogs and all rules and regulations promulgated thereunder, in each case as now or hereafter in effect.

     “ Change of Control ” means any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right).

     “ Citibank ” means Citibank, N.A., and any successor thereto.

     “ CI Bank ” has the meaning specified in Section 2.20(a).

     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury regulations promulgated thereunder, or any successor Federal tax code or regulations, and any reference to any statutory provision of the Code shall be deemed to be a reference to any successor provision or provisions.

     “ Commitment ” means, as to each Bank, its obligation to (a) make Advances to the Borrower pursuant to Section 2.1, (b) purchase participations in L/C Obligations pursuant to Section 2.9(c) and (c) make Refunded Swingline Loans and purchase participations in Swingline

4


 

Loans pursuant to Section 2.22, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Bank’s name on Schedule II (including after any revision thereof under Section 2.20(e)) or in the Assignment and Assumption pursuant to which such Bank becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement; provided, that:

     (i) during a Canadian Allocation Period, the Commitment of any Bank that is, or has a branch or Affiliate that is, a Canadian Bank shall be reduced by the Canadian Commitment of such Canadian Bank; and

     (ii) during a Sterling Allocation Period, the Commitment of any Bank that is, or has a branch or Affiliate that is, a UK Bank shall be reduced by the Sterling Commitment of such UK Bank.

     “ Commitment Increase ” has the meaning specified in Section 2.20(a).

     “ Commitment Increase Effective Date ” has the meaning specified in Section 2.20(b).

     “ Consenting Banks ” has the meaning specified in Section 2.21(b).

     “ Consolidated ” refers to the consolidation of the accounts of the Borrower and its Subsidiaries in accordance with GAAP.

     “ Consolidated Net Worth ” means at any date the Consolidated stockholders’ equity of the Borrower and its Consolidated Subsidiaries.

     “ Convert ”, “ Conversion ” and “ Converted ” each refers to a conversion of Advances or a Borrowing of one Type into Advances or a Borrowing, as the case may be, of another Type pursuant to Section 2.7, Section 2.8(a) or Section 2.11(b).

     “ Credit Exposure ” as applied to each Bank shall mean (i) at any time prior to the termination of the Commitments, the Pro Rata Share of such Bank of the Total Committed Amount multiplied by the Total Committed Amount and (ii) at any time after the termination, in whole, of the Commitments, the principal balance of the outstanding Advances, the Swingline Exposure and participation interest in L/C Obligations of such Bank.

     “ Debt ” of any Person means, at any date, without duplication, (a) obligations for the repayment of money borrowed which (i) are evidenced by bonds, notes, debentures, loan agreements, credit agreements or similar instruments or agreements and (ii) are or should be shown on a balance sheet as debt in accordance with GAAP, (b) obligations as lessee under leases which, in accordance with GAAP, are capital leases (and monetary obligations under so-called synthetic or off-balance sheet leases), (c) all obligations of such Person to deliver commodities, goods or services, including hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements, take or pay arrangements or other similar arrangements in each case in the ordinary course of business, (d) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment, and (e) guaranties of payment or collection of any obligations described in clauses (a) through (d) of other Persons, provided , that clauses (a)

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through (d) include, in the case of obligations of the Borrower or any Subsidiary, only such obligations as are or should be shown as debt, deferred revenues (in the case of clause (d)) or capital lease liabilities on a Consolidated balance sheet in accordance with GAAP; provided , further , that none of the following shall constitute Debt: (A) transfers of accounts receivable pursuant to a receivables purchase facility considered as a sale under GAAP (and indemnification, recourse or repurchase obligations thereunder as are reasonable given market standards for transactions of similar type) and (B) the liability of any Person as a general partner of a partnership for Debt of such partnership, if the partnership is not a Subsidiary of such Person.

     “ Default ” means any event or circumstance which, with the giving of notice, lapse of time or otherwise, would constitute an Event of Default.

     “ Defaulting Bank ” means (i) any Bank, Canadian Bank or UK Bank, as the case may be, that has (a) failed to fund any portion of its Advances, Canadian Advances or Sterling Advances, as the case may be, or participations in Letters of Credit, Canadian Letters of Credit or Sterling Letters of Credit, as the case may be, or Swingline Loans, as applicable (and for purposes of this definition, each such funding obligation, as the context shall require, a “ funding obligation ”), within three (3) Business Days following the date required to be funded by it hereunder, (b) notified the Borrower and the Administrative Agent in writing that it does not intend to or is unable to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to or is unable to comply with its funding obligations under this Agreement, (c) failed, within three Business Days after request by the Administrative Agent or the Borrower, to confirm, in writing, (1) that it will comply with the terms of this Agreement relating to its prospective funding obligations hereunder, unless the subject of a good-faith dispute, and (2) that it is financially able and capable to meet such funding obligations timely and fully, without regard to the existence of any good faith dispute, (d) otherwise failed to pay over to the Administrative Agent, the Canadian Administrative Agent or the UK Administrative Agent, as the case may be, or any other Bank, Canadian Bank or UK Bank, as the case may be, any other amount required to be paid by it hereunder within three Business Days following the date when due, unless the subject of a good-faith dispute or (e) become, or whose Parent has become, the subject of a Bankruptcy Event and (ii) any of the Administrative Agent, the Canadian Administrative Agent or the UK Administrative Agent, as the case may be, that is or becomes a Defaulting Bank pursuant to any sub-clause of the preceding clause (i), whether by virtue of being a Bank, a Canadian Bank or a UK Bank or, if not a Bank, Canadian Bank or UK Bank, by virtue of the application to it (or, in respect to sub-clause (e) above, its Parent) of the circumstances or events described therein.

     “ Dollar ”, “ dollar ” or “ $ ” mean lawful money of the United States.

     “ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time equal to the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

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     “ Domestic Lending Office ” means, with respect to any Bank, the office of such Bank specified as its “Domestic Lending Office” under its name on Schedule II or in the Assignment and Assumption or other document pursuant to which it became a party hereto as contemplated by Section 2.18, Section 2.19 or Section 8.6, or such other office of such Bank as such Bank may from time to time specify to the Borrower and the Administrative Agent.

     “ Eligible Assignee ” has the meaning specified in Section 8.6(g).

     “ Environment ” has the meaning specified in 42 U.S.C. §9601(8) (1988).

     “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Obligors or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Protection Statute, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “ Environmental Protection Statute ” means any law, statute, ordinance, rule, regulation, order, decision, decree, judgment, permit, license, authorization or agreement (all as amended from time to time) arising from, in connection with, or relating to the pollution, protection or regulation of the Environment or the protection or regulation of health or safety, whether the foregoing are required or promulgated by any government or agency or other authority of or in the United States (whether local, state, or federal) or any foreign country or subdivision thereof, including without limitation, CERCLA, RCRA and other laws, statutes, ordinances, rules and regulations relating to the disposal, removal, remediation, production, storing, refining, handling, transferring, processing, recycling or transporting of or exposure to any material or substance, wherever located, and any rule, regulation or decision issued or promulgated in connection with such laws, statutes, ordinances, rules or regulations by any government, agency or other authority of or in the United States (whether local, state or federal) or of any foreign country or subdivision thereof, in each case as now or hereafter in effect.

     “ EPA ” means the United States Environmental Protection Agency, or any successor thereto.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute of similar import, together with the regulations thereunder, as in effect from time to time.

     “ ERISA Affiliate ” means any trade or business (whether or not incorporated) which is a member of a group of which the Borrower is a member and which is under common control within the meaning of the regulations under Section 414 of the Code.

     “ Eurocurrency Liabilities ” has the meaning assigned to that term in Regulation D of the Federal Reserve Board, as in effect from time to time.

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     “ Eurodollar Advance ” means an Advance which bears interest as provided in Section 2.5(b).

     “ Eurodollar Borrowing ” means a Borrowing comprised of Eurodollar Advances.

     “ Eurodollar Lending Office ” means, with respect to any Bank, the office of such Bank specified as its “Eurodollar Lending Office” under its name on Schedule II or in the Assignment and Assumption or other document pursuant to which it became a party hereto as contemplated by Section 2.18, Section 2.19 or Section 8.6, or such other office of such Bank as such Bank may from time to time specify to the Borrower and the Administrative Agent.

     “ Eurodollar Rate ” means:

     (a) for any Interest Period with respect to a Eurodollar Advance, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be reasonably designated by the Administrative Agent from time to time) at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, or (ii) if the rate referenced in the preceding clause (i) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate reasonably determined by the 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, or (iii) if the rates referenced in the preceding clauses (i) and (ii) are not available, then, the rate per annum reasonably determined by the Administrative Agent to be 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 Eurodollar Advance being made, continued or converted and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period; and

     (b) for any interest calculation with respect to a Base Rate Advance on any date, the rate per annum equal to (i) BBA LIBOR, as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be reasonably designated by the Administrative Agent from time to time) at approximately 11:00 A.M., London time, determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day, or (ii) if the rate referenced in the preceding clause (i) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate reasonably determined by the 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

8


 

of such Interest Period) with a term equivalent to one month, determined as of approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period, or (iii) if such rate is not available at such time for any reason, the rate per annum reasonably determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Advance being made and with a term equal to one month would be offered by the Administrative Agent’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

     “ Events of Default ” has the meaning specified in Section 6.1.

     “ Existing 2005 Credit Agreement ” means that certain Revolving Credit Agreement, dated as of June 28, 2005, among the Borrower, JPMorgan, as administrative agent, and the agents and the banks party thereto from time to time, as amended as of the date hereof, including, for the avoidance of doubt, each appendix thereto together with all loan documentation relating thereto.

     “ Existing 2010 Credit Agreement ” means that certain Revolving Credit Agreement, dated as of September 10, 2010, among the Borrower and Bank of America, N.A., as administrative agent, and the agents and the banks party thereto from time to time, including, for the avoidance of doubt, each appendix thereto together with all loan documentation relating thereto.

     “ Extension Effective Date ” has the meaning specified in Section 2.21(b).

     “ FATCA ” means Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof.

     “ FDIC ” means the Federal Deposit Insurance Corporation, or any federal agency or authority of the United States from time to time succeeding to its function.

     “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day 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 (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

     “ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System, or any federal agency or authority of the United States from time to time succeeding to its function.

     “ Foreign Bank ” has the meaning specified in Section 8.16(a).

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     “ GAAP ” means accounting principles generally accepted in the United States consistent with those applied in the preparation of the audited consolidated financial statements referred to in Section 4.1(d).

     “ Hazardous Materials ” means (a) any substance or material identified as a hazardous substance pursuant to CERCLA; (b) any substance or material regulated as a hazardous or solid waste pursuant to RCRA; (c) any other material or substance regulated under any Environmental Protection Statute; and (d) all pollutants, contaminants, toxic substances, radioactive materials, refined products, natural gas liquids, crude oil, petroleum and petroleum products, polychlorinated biphenyls and asbestos.

     “ Highest Lawful Rate ” means, on any day and with respect to each Total Facility Bank, as the case may be, the maximum non-usurious rate of interest that: (a) with respect to the Borrower, such Bank is permitted under Federal, New York or other applicable law to contract for, charge, receive, take or reserve for with respect to obligations of the Borrower hereunder, stated as a rate per annum; (b) with respect to the Canadian Borrower, such Canadian Bank is permitted under Federal, New York, Canadian, or other applicable law to contract for, charge, receive, take or reserve for with respect to obligations of the Canadian Borrower hereunder, stated as a rate per annum; or (c) with respect to the UK Borrower, such UK Bank is permitted under Federal, New York, UK or other applicable law to contract for, charge, receive, take or reserve for with respect to obligations of the UK Borrower hereunder, stated as a rate per annum. All determinations herein of the Highest Lawful Rate, or of any interest rate determined by reference to the Highest Lawful Rate, shall be made separately for each Total Facility Bank, as the case may be, as appropriate to assure that the Loan Documents are not construed to obligate any Person to pay interest to any Total Facility Bank, as the case may be, at a rate in excess of the Highest Lawful Rate applicable to it.

     “ Honor Date ” has the meaning specified in Section 2.9(c)(i).

     “ ICC ” has the meaning specified in Section 2.9(h).

     “ Indemnified Liabilities ” has the meaning specified in Section 8.4(c).

     “ Indenture ” means that certain Indenture dated as of September 1, 1991 between the Borrower, as issuer, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to JPMorgan (formerly, Texas Commerce Bank National Association)), as Trustee, without giving effect to any amendment, modification or discharge thereof.

     “ Insufficiency ” means, with respect to any Plan, the amount, if any, by which the present value of the accrued benefits under such Plan exceeds the fair market value of the assets of such Plan allocable to such benefits.

     “ Interest Period ” means, with respect to each Eurodollar Advance, in each case comprising part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into (or a division or combination of any Borrowing resulting in) such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period

10


 

selected by the Borrower pursuant to the provisions below except that any Interest Period for Eurodollar Advances which commences on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month shall end on the last Business Day of the appropriate subsequent calendar month. The duration of each such Interest Period shall be one, two, three or six months, in each case as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. on the third Business Day prior to the first day of such Interest Period, select; provided , however , that:

     (a) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration;

     (b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided , in the case of any Interest Period for a Eurodollar Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

     (c) no Interest Period may end after the Termination Date.

     “ ISP ” has the meaning specified in Section 2.9(h).

     “ Issuer ” means any L/C Issuer, any Canadian L/C Issuer and/or any Sterling L/C Issuer, as the context requires.

     “ Issuer Document ” means with respect to any Letter of Credit, each of the Letter of Credit Application entered into by the Borrower, and each other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any one or more Subsidiaries) or executed by the Borrower or any one or more Subsidiaries in favor of the L/C Issuer and relating to such Letter of Credit.

     “ JPMorgan ” means JPMorgan Chase Bank, N.A., a national banking association, and any successor thereto.

     “ L/C Advance ” means, with respect to each Bank, such Bank’s funding of its participation in any Unreimbursed Amount in accordance with its Pro Rata Share pursuant to Section 2.9(c)(iii).

     “ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, the renewal or increase of the amount thereof, or the amendment or other modification thereof.

     “ L/C Fee Rate ” means at any time with respect to any Letter of Credit, Canadian Letter of Credit or Sterling Letter of Credit issued hereunder, a percentage per annum equal to the Applicable Margin then in effect.

     “ L/C Issuer ” means any of JPMorgan, Barclays Bank, Citibank, WFB and RBC in its capacity as an issuer of Letters of Credit hereunder, any other Bank that may become a Letter of

11


 

Credit issuer as mutually agreed to by the Borrower, such Bank and the Administrative Agent, or any successor issuer of Letters of Credit hereunder (each, in such capacity, if at the relevant time of determination such Bank is obligated to issue Letters of Credit); provided that Barclays Bank will only be an L/C Issuer with respect to standby Letters of Credit; and provided further that no L/C Issuer will be required to (a) issue Letters of Credit, Canadian Letters of Credit and Sterling Letters of Credit in an aggregate principal amount in excess of $333,333,333, (b) issue Canadian Letters of Credit in an aggregate principal amount in excess of the Canadian Total Committed Amount or (c) issue Sterling Letters of Credit in an aggregate principal amount in excess of the Sterling Total Committed Amount, as applicable (or such greater amount as may be agreed to by an L/C Issuer).

     “ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus (without duplication) the aggregate of all Unreimbursed Amounts, including all L/C Advances. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 2.9(m). For all purposes of this 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 ” means any letter of credit issued hereunder by an L/C Issuer, as the same may be amended, extended, renewed or otherwise modified from time to time. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

     “ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an L/C Issuer, with such amendments thereto as the Borrower may reasonably request and acceptable to an L/C Issuer to avoid any conflict between it and this Agreement.

     “ Letter of Credit Expiration Date ” means the day that is seven days prior to the Termination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

     “ Loan Document ” means this Agreement, each Note, each Letter of Credit Application, each Letter of Credit, each Notice of Borrowing, each Canadian Note, each Canadian Bankers’ Acceptance, the Canadian Guaranty, each Canadian Letter of Credit Application, each Canadian Letter of Credit, each Canadian Notice of Borrowing, each Sterling Note, the UK Guaranty, each Sterling Letter of Credit Application, each Sterling Letter of Credit, each Sterling Notice of Borrowing and each other document or instrument executed and delivered in connection with this Agreement.

     “ Majority Banks ” means, subject to Section 2.19(b) and at any relevant time of determination, all Banks and, if during a Canadian Allocation Period or Sterling Allocation Period, as the case may be, all other Total Facility Banks in the aggregate having in the aggregate more than 50% of the Total Facility Amount, or, if the Total Facility Commitment has been terminated pursuant to Section 6.1, Total Facility Banks in the aggregate holding in the aggregate more than 50% of the Total Facility Outstandings.

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     “ Moody’s ” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

     “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

     “ Multiple Employer Plan ” means an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA to which the Borrower or any ERISA Affiliate, and more than one employer other than the Borrower or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Borrower or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

     “ New Funds Amount ” has the meaning specified in Section 2.20(d).

     “ Note ” means, to the extent requested by any Bank, a promissory note of the Borrower payable to the order of such Bank, in substantially the form of Exhibit A , evidencing the aggregate indebtedness of the Borrower to such Bank resulting from the Advances owed to such Bank.

     “ Notice of Borrowing ” has the meaning specified in Section 2.2(a).

     “ Notice of Commitment Increase ” has the meaning specified in Section 2.20(b).

     “ Obligor ” means the Borrower, the Canadian Borrower or the UK Borrower, or any of them as the context requires.

     “ Other Taxes ” has the meaning specified in Section 2.14(c).

     “ Parent ” means, with respect to any Bank, Canadian Bank or UK Bank or any of the Administrative Agent, the Canadian Administrative Agent or the UK Administrative Agent, as the case may be, any Person as to which such Bank, Canadian Bank, UK Bank, Administrative Agent, Canadian Administrative Agent or UK Administrative Agent is, directly or indirectly, a subsidiary.

     “ Payment Office ” means the office of the Administrative Agent located at 270 Park Avenue, New York, New York 10017 or such other office as the Administrative Agent may designate after the closing date hereof by written notice to the other parties hereto.

     “ PBGC ” means the Pension Benefit Guaranty Corporation, or any federal agency or authority of the United States from time to time succeeding to its function.

     “ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm or other entity, or a government or any political subdivision or agency, department or instrumentality thereof.

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     “ Plan ” means an employee benefit plan (other than a Multiemployer Plan) which is (or, in the event that any such plan has been terminated within five years after a transaction described in Section 4069 of ERISA, was) maintained for employees of the Borrower or any ERISA Affiliate and covered by Title IV of ERISA.

     “ Prescribed Forms ” means such duly executed form(s) or statement(s), including the forms described in Sections 8.16(a) and (b), and in such number of copies, which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (a) an income tax treaty between the United States and the country of residence of the Bank providing the form(s) or statement(s), (b) the Code, or (c) any applicable rule or regulation under the Code or the tax law of the applicable jurisdiction, permit the Borrower to make payments hereunder for the account of such Bank free of deduction or withholding of income or similar taxes (except for any deduction or withholding of income or similar taxes as a result of any change in or in the interpretation of any such treaty, the Code or any such rule or regulation).

     “ Principal Subsidiary ” means (a) the Canadian Borrower, during any Canadian Allocation Period, (b) the UK Borrower, during any Sterling Allocation Period, and (c) any other Subsidiary having total assets in excess of $300,000,000, excluding (i) intercompany loans and advances to and from the Borrower and its Subsidiaries, (ii) investments in Subsidiaries of such Subsidiary, and (iii) equity interests in Subsidiaries of such Subsidiary. For purposes of this definition, total assets shall be determined based on the most recent quarterly or annual financial statements available prior to such determination. As of the closing date hereof, EOG Resources Trinidad Limited is a Principal Subsidiary.

     “ Pro Rata Share ” means, with respect to each Bank:

     (a) at any time the Commitments remain outstanding, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Bank at such time and the denominator of which is the amount of the Total Committed Amount; and

     (b) upon the termination, in whole, of the Commitments pursuant to the terms of this Agreement, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is:

the sum of

     (i) the outstanding Advances of such Bank plus

     (ii) an amount equal to (A) (1) the outstanding Advances of such Bank, divided by (2) the aggregate outstanding Advances of all Banks, times (B) the sum of (1) all outstanding L/C Obligations plus (2) the outstanding Swingline Loans, and

the denominator of which is the Total Outstanding Amount.

The initial Pro Rata Share of each Bank is set forth opposite the name of such Bank on Schedule II or in the Assignment and Assumption pursuant to which such Bank becomes a party hereto, as applicable.

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     “ Rating Level ” means the applicable category of rating level contained in Schedule I which is based on the rating of the Borrower’s senior unsecured long-term debt as classified by Moody’s or Standard & Poor’s, or both of them, if applicable.

     “ RBC ” means Royal Bank of Canada, and any successor thereto.

     “ RCRA ” means the Resource Conservation Act of 1976, as amended from time to time, set forth at 42 U.S.C. §§ 6901 et seq (1988), state and local analogs and all rules and regulations promulgated thereunder, in each case as now or hereafter in effect.

     “ Reducing Percentage Bank ” has the meaning specified in Section 2.20(d).

     “ Reduction Amount ” has the meaning specified in Section 2.20(d).

     “ Refunded Swingline Loans ” has the meaning specified in Section 2.23(b).

     “ Reg U Limited Assets ” means assets that are subject to any arrangement (as contemplated by Regulation U) with any Bank or the Administrative Agent (a) that restricts the right or ability of the Borrower or (to the extent relevant to the compliance with Regulation U or Regulation X by any of the Banks or the Borrower in connection with this Agreement or any of the Advances) its Subsidiaries to sell, pledge or otherwise dispose of (within the meaning of Regulation U) such assets or (b) that provides that the exercise of such right is or may be cause for accelerating the maturity of all or any portion of the Advances or any other amount payable hereunder or under such arrangement.

     “ Register ” has the meaning specified in Section 8.6(c).

     “ Regulation U ” means Regulation U of the Federal Reserve Board, as the same is from time to time in effect, and all rulings and interpretations thereunder or thereof.

     “ Regulation X ” means Regulation X of the Federal Reserve Board, as the same is from time to time in effect, and all rulings and interpretations thereunder or thereof.

     “ Responsible Officer ” of a Person means such Person’s chief executive officer, president, chief operating officer, chief financial officer, vice president-finance, treasurer or assistant treasurer. Unless otherwise specified, all references herein to a “Responsible Officer” shall refer to a Responsible Officer of the Borrower.

     “ Revaluation Date ” means (a) with respect to any Advance, each of the following: (i) each date of a Borrowing of a Eurodollar Advance denominated in either Canadian Dollars or Sterling, (ii) each date of a continuation of a Eurodollar Advance denominated in either Canadian Dollars or Sterling hereunder and (iii) such additional dates as the Administrative Agent shall determine or the Majority Banks shall require, in each instance for the purpose of calculating the amount of availability of the respective commitments hereunder or the Total Facility Outstandings (or any component thereof) as a result of fluctuations in the relevant currency exchange rates, upon prior written notice to the Borrower; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in either Canadian Dollars or Sterling, (ii) each date of an amendment of any such

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Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in either Canadian Dollars or Sterling and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Majority Banks shall require, in each instance for the purpose of calculating the amount of availability of the respective commitments hereunder or the Total Facility Outstandings (or any component thereof) as a result of fluctuations in the relevant currency exchange rates, upon prior written notice to the Borrower.

     “ Scheduled Maturity Date ” means the later to occur of (i) October 11, 2016, and (ii) as to any Bank that has extended its Commitment pursuant to Section 2.21, the latest date to which the Commitments have been extended pursuant to Section 2.21.

     “ Spot Rate ” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 A.M. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; and provided further that, in conjunction with each of the preceding determinations, the Borrower is provided a written description of the applicable Spot Rate and the sources used to determine such rate.

     “ Standard & Poor’s ” and “ S&P ” each means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.

     “ Subsidiary ” means any corporation, partnership, joint venture or other entity (a) of which more than 50% of the outstanding capital stock or other equity interests having ordinary voting power (irrespective of whether or not at the time capital stock or other equity interest of any other class or classes of such corporation, partnership, joint venture or other entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by the Borrower and (b) which is a Consolidated Subsidiary in accordance with GAAP; provided , that the definition of “Subsidiary” in Exhibit D shall apply in Section 5.2(a) only.

     “ Successor Agent ” has the meaning specified in Section 7.9.

     “ Swingline Commitment ” means the obligation of the Swingline Lender to make its Swingline Loans pursuant to Section 2.22 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite the Swingline Lender’s name on Schedule IV .

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     “ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Bank at any time shall be its Pro Rata Share of all Swingline Loans outstanding at such time.

     “ Swingline Lender ” means JPMorgan, in its capacity as a lender of Swingline Loans.

     “ Swingline Loans ” has the meaning specified in Section 2.22.

     “ Swingline Participation Amount ” has the meaning specified in Section 2.23(c).

     “ Swingline Rate ” means, for any day, a variable per annum rate equal to (a) the “ASK” rate for over-night Federal funds as published by Reuters on the date the Borrower requests a Swingline Loan hereunder and on each day thereafter that such Swingline Loan is outstanding; provided , however , if such rate is not available at such time for any reason, then the “Swingline Rate” shall be, for any day, the rate per annum reasonably determined by the Swingline Lender to be the rate at which deposits in Dollars in same day funds in the approximate amount of the Swing Line Loan by the Swingline Lender would be offered for overnight borrowings by the Swingline Lender’s London Branch to major banks in the London interbank Eurodollar market at their request at approximately 11:00 A.M. (London time) on the date the Borrower requests a Swingline Loan hereunder and on each day thereafter that such Swingline Loan is outstanding; provided that in conjunction with each of the preceding determinations, upon request of the Borrower, the Borrower is provided a written description of the applicable Swingline Rate and the sources used to determine such rate; plus (b) the then applicable Applicable Margin for Eurodollar Advances. The Administrative Agent’s internal records of applicable interest rates shall be determinative in the absence of manifest error.

     “ Syndication Agents ” means, collectively, Barclays Capital, the investment banking division of Barclays Bank, and Citibank.

     “ Taxes ” has the meaning specified in Section 2.14(a).

     “ Termination Date ” means, the earlier of (i) the Scheduled Maturity Date and (ii) the date of termination in whole of the Total Facility Amount pursuant to Section 2.16 or Section 6.1.

     “ Termination Event ” means (a) a “reportable event”, as such term is described in Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC), or an event described in Section 4062(e) of ERISA, or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a “substantial employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the incurrence of liability by the Borrower or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (c) the distribution of a notice of intent to terminate a Plan pursuant to Section 4041(a)(2) of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

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     “ Total Capitalization ” means, at any time, the sum (without duplication) of (a) Total Debt plus (b) Consolidated Net Worth less any amount thereof attributable to “minority interests” (as defined below). For the purpose of this definition, “minority interests” means any investment or interest of the Borrower in any corporation, partnership or other entity to the extent that the total amount thereof owned by the Borrower (directly or indirectly) constitutes 50% or less of all outstanding interests or investments in such corporation, partnership or entity.

     “ Total Committed Amount ” means, at any time, the aggregate amount of the Commitments at such time.

     “ Total Debt ” means, at any time, all Consolidated Debt of the Borrower and its Consolidated Subsidiaries.

     “ Total Facility Advances ” means Advances, Canadian Advances and Sterling Advances.

     “ Total Facility Amount ” means, at any relevant time of determination, the sum of (i) the Total Committed Amount, (ii) if during a Canadian Allocation Period, the then applicable Canadian Total Committed Amount and (iii) if during a Sterling Allocation Period, the then applicable Sterling Total Committed Amount.

     “ Total Facility Banks ” means, at any relevant time of determination, all Banks holding a Commitment, all Canadian Banks holding a Canadian Commitment and all UK Banks holding a Sterling Commitment.

     “ Total Facility Commitment ” means, at any relevant time of determination, the sum of (i) the Commitments, (ii) the Canadian Commitments and (iii) the Sterling Commitments, in each case then in effect.

     “ Total Facility Outstandings ” means the sum of (i) the Total Outstanding Amount, (ii) the Canadian Total Outstanding Amount and (iii) the Sterling Total Outstanding Amount.

     “ Total Outstanding Amount ” means, at any time, the sum of (a) the outstanding Advances, (b) the outstanding L/C Obligations and (c) the outstanding Swingline Loans.

     “ Type ” has the meaning specified in the definition of the term “Advance”.

     “ UK ” means the United Kingdom of Great Britain and Northern Ireland.

     “ UK Double Taxation Treaty ” shall mean any convention between the government of the United Kingdom and any other government for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital gains.

     “ UK Tax Act ” means, collectively, the United Kingdom Income Tax Act 2007 (the “ 2007 Tax Act ”) and Corporation Tax Act 2010 (the “ 2010 Tax Act ”), each as amended from time to time, or any successor statutes, together with all regulations and interpretations thereof or thereunder by the United Kingdom Inland Revenue (or any successor).

     “ Unreimbursed Amount ” has the meaning set forth in Section 2.9(c)(i).

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     “ Withdrawal Liability ” shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

     “ WFB ” means Wells Fargo Bank, National Association, and any successor thereto.

     Section 1.2 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”. Unless otherwise indicated, all references to a particular time are references to Houston, Texas time.

     Section 1.3 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with, and certificates of compliance for the financial covenant shall be based on, GAAP; provided , however , the financial statements and reports required pursuant to Section 5.1(a)(i) and (xii) shall be prepared in accordance with generally accepted accounting principles in effect at the time of application thereof except to the extent stated therein.

     Section 1.4 Miscellaneous. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, in each case as then amended, revised or otherwise modified and then in effect, unless otherwise specified. The term “including” shall mean “including, without limitation,” and the term “or” is not exclusive. The term “United States” when used in any Loan Document shall refer to and mean the United States of America.

     Section 1.5 Ratings. A rating, whether public or private, by Standard & Poor’s or Moody’s shall be deemed to be in effect on the date of announcement or publication by Standard & Poor’s or Moody’s, as the case may be, of such rating or, in the absence of such announcement or publication, on the effective date of such rating and will remain in effect until the date when any change in such rating is deemed to be in effect. In the event any of the rating categories used by Moody’s or Standard & Poor’s is revised or designated differently (such as by changing letter designations to different letter designations or to numerical designations), the references herein to such rating shall be changed to the revised or redesignated rating for which the standards are closest to, but not lower than, the standards at the date hereof for the rating which has been revised or redesignated. Long-term debt supported by a letter of credit, guaranty, insurance or other similar credit enhancement mechanism shall not be considered as senior unsecured long-term debt.

ARTICLE II AMOUNT AND TERMS OF THE ADVANCES

     Section 2.1 The Advances. Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make one or more Advances as part of a Borrowing to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date in an aggregate amount not to exceed at any time outstanding, such Bank’s Commitment minus the sum of (a) such Bank’s Pro Rata Share of outstanding L/C Obligations plus (b) such Bank’s Pro Rata Share of outstanding Swingline Loans. Each Borrowing (other than a

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Borrowing or deemed Borrowing under Section 2.9(c)(ii) to reimburse an L/C Issuer for any Unreimbursed Amount) shall be in an aggregate amount not less than $5,000,000, shall be in an integral multiple of $1,000,000 and shall, when made, consist of Advances of the same Type having (in the case of a Borrowing comprised of Eurodollar Advances) the same Interest Period, made on the same day by the Banks ratably according to their respective Commitments (excluding, with respect to any Borrowing or deemed Borrowing under Section 2.9(c)(ii), the Pro Rata Share of any Defaulting Bank). Within the limits of each Bank’s Commitment, the Borrower may borrow, prepay pursuant to Section 2.10 and reborrow under this Section 2.1. Subject to the terms and conditions hereof, more than one Borrowing may be made on a Business Day (including, for example, a Borrowing comprised of Eurodollar Advances having one Interest Period and another Borrowing comprised of Eurodollar Advances having a different Interest Period).

     Section 2.2 Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (i) in the case of a proposed Borrowing comprised of Eurodollar Advances, at least three Business Days prior to the date of the proposed Borrowing, and (ii) in the case of a proposed Borrowing comprised of Base Rate Advances, on the day of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Bank prompt notice thereof by telecopy. Each such notice of a Borrowing (a “ Notice of Borrowing ”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit B , duly signed by a Responsible Officer, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such Borrowing, (C) aggregate amount of such Borrowing, and (D) in the case of a Borrowing comprised of Eurodollar Advances, initial Interest Period for each such Advance, provided that the Borrower may not specify Eurodollar Advances for any Borrowing if, after giving effect to such Borrowing, Eurodollar Advances having more than twenty (20) different Interest Periods shall be outstanding. In the case of a proposed Borrowing comprised of Eurodollar Advances, the Administrative Agent shall promptly notify each Bank and the Borrower of the applicable interest rate under Section 2.5(b). Each Bank shall, before 11:00 A.M. (1:00 P.M. in the case of a Borrowing comprised of Base Rate Advances) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its Payment Office, in same day funds, such Bank’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address.

          (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Advances, the Borrower shall, subject to Section 8.8, indemnify each Bank against any loss, cost or expense incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III or to make the Borrowing specified in such Notice of Borrowing on the date specified, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

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          (c) Unless the Administrative Agent shall have received notice from a Bank prior to the time it is required to make available its ratable portion of any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s ratable portion of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.

          (d) The failure of any Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Advance to be made by such other Bank on the date of any Borrowing.

     Section 2.3 Fees.

          (a)  Facility Fee . Subject to Section 8.8, the Borrower agrees to pay without duplication to each Bank a facility fee on the average daily amount of such Bank’s Commitment, whether or not used, from the closing date hereof until the Termination Date. The facility fee is due on the last Business Day of each March, June, September and December during the term of such Bank’s Commitment, commencing December 31, 2011, and on the date such Bank’s Commitment is terminated. The rate per annum of the facility fee for each calendar quarter shall be determined as provided in Schedule I based on the Rating Level in effect on the first day of such quarter. The Borrower may at its option pay such facility fee together with any Canadian facility fee owing to the Canadian Banks pursuant to Section 2A.3(a) and any Sterling facility fee owing to the UK Banks pursuant to Section 2B.3(a) pursuant to a single payment to Administrative Agent for the benefit of the Banks, the Canadian Banks and the UK Banks; provided , the Borrower shall so specify to the Administrative Agent that such payment is with respect to the facility fee hereunder and such Canadian facility fee and such Sterling facility fee, as appropriate.

          (b)  Administrative Agent’s Fee . Subject to Section 8.8, the Borrower shall pay to the Administrative Agent such fees as may be separately agreed to by it and the Administrative Agent.

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     Section 2.4 Repayment. The Borrower shall repay the unpaid principal amount of each Advance owed to each Bank on the Termination Date.

     Section 2.5 Interest. Subject to Section 8.8, the Borrower shall pay interest on the unpaid principal amount of each Advance owed to each Bank from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

          (a)  Base Rate Advances . During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of the Base Rate plus the Applicable Margin in effect from time to time, due quarterly on the last Business Day of each March, June, September and December, commencing December 31, 2011, during such periods and on the date such Base Rate Advance shall be Converted (in whole or in part), changed (in whole or in part) as a result of any division or combination of any Borrowing, or paid in full; provided that any such Advance not paid when due shall bear interest on the principal amount thereof from time to time outstanding, payable upon demand, until paid in full at a rate per annum equal at all such times to 2% above the Base Rate in effect from time to time.

          (b)  Eurodollar Advances . During such periods as such Advance is a Eurodollar Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period for such Advance plus the Applicable Margin per annum for such Interest Period, due on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on the day which occurs during such Interest Period three months from the first day of such Interest Period (each Eurodollar Advance to bear interest from and including the first day of the Interest Period for such Advance to (but not including) the last day of such Interest Period); provided that any such Advance not paid when due shall bear interest on the principal amount thereof from time to time outstanding, payable upon demand, until paid in full at a rate per annum equal at all such times to the greater of (x) 2% above the Base Rate in effect from time to time and (y) 2% above the rate per annum required to be paid on such Advance immediately prior to the date on which such Event of Default occurred.

          (c)  Other Obligations . If any amount payable by the Borrower (other than any Advance) under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount from time to time outstanding shall thereafter bear interest on the principal amount thereof from time to time outstanding, payable upon demand, until paid in full, at a fluctuating interest rate per annum at all such times equal to 2% above the Base Rate in effect from time to time.

     Section 2.6 Additional Interest on Eurodollar Advances. If any Bank is required under regulations of the Federal Reserve Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, and if as a result thereof there is an increase in the cost to such Bank of agreeing to make or making, funding or maintaining Eurodollar Advances, the Borrower shall, subject to Section 8.8, from time to time, within 20 Business Days following its receipt of the certificate hereinbelow referenced (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank additional amounts, as additional interest hereunder, sufficient to compensate such Bank for such increased cost. A certificate in reasonable detail as to the basis for and the amount of such increased cost,

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and certifying that such costs are generally being charged by it to other similarly situated borrowers under similar credit facilities shall be submitted to the Borrower and the Administrative Agent by such Bank, shall be conclusive and binding for all purposes, absent manifest error; provided , however , no Bank shall be permitted to recover increased costs incurred or accrued pursuant to this Section 2.6 more than 180 days prior to the date it sends such certificate to the Borrower; provided further that, if any such requirement (or change in requirement) giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

     Section 2.7 Interest Rate Determination and Protection. (a) If, prior to the commencement of any selected Interest Period for a Eurodollar Advance, the Administrative Agent is unable to obtain timely information for determining the Eurodollar Rate for such Interest Period:

               (i) the Administrative Agent shall forthwith notify the Borrower and the Banks that the interest rate cannot be determined for such Interest Period,

               (ii) each such Advance for which such Interest Period was selected will, on the last day of the then existing Interest Period therefor, either (A) Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) or (B) continue as one or more Eurodollar Advances of Interest Periods not affected by such notice of the Majority Banks, as selected by the Borrower, and

               (iii) the obligation of the Banks to make, or to Convert Advances or Borrowings into, or to make divisions or combinations of Borrowings resulting in, Eurodollar Advances or Eurodollar Borrowings of such Interest Periods shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist.

          (b) If, with respect to any Eurodollar Advances, the Majority Banks notify the Administrative Agent that the applicable interest rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective portions of such Eurodollar Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Banks, whereupon

               (i) each such Advance will, on the last day of the then existing Interest Period therefor, either (A) Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) or (B) continue as one or more Eurodollar Advances of Interest Periods not affected by such notice of the Majority Banks, as selected by the Borrower, and

               (ii) the obligation of the Banks to make, or to Convert Advances or Borrowings into, or to make divisions or combinations of Borrowings resulting in, Eurodollar Advances or Eurodollar Borrowings of such Interest Periods shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist.

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          (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 or fails to give a timely Notice of Conversion with respect to any Eurodollar Advances in accordance with the provisions contained in Section 2.8(a), the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.

          (d) If the aggregate unpaid principal amount of Advances comprising any Eurodollar Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert, on the last day of the then existing Interest Period for such Advances, into Base Rate Advances, unless the Borrower has elected to continue such Advances as Eurodollar Advances by selecting a new Interest Period therefor in accordance with the provisions hereof commencing on such day and the sum of the outstanding principal amount of such Advances plus the outstanding principal amount of each other Borrowing that is being Converted into, or continued as, a Eurodollar Borrowing on such day with the same Interest Period as such Advances is at least $5,000,000.

          (e) Any Bank may, if it so elects, fulfill its Commitment as to any Eurodollar Advance by causing a branch, foreign or otherwise, or Affiliate of such Bank to make such Advance and may transfer and carry such Advance at, to or for the account of any branch office or Affiliate of such Bank; provided that in such event, for the purposes of this Agreement, such Advance shall be deemed to have been made by such Bank and the obligation of the Borrower to repay such Advance shall nevertheless be to such Bank and shall be deemed to be held by such Bank, to the extent of such Advance, for the account of such branch or Affiliate; provided further that for U.S. federal income tax purposes if such branch or Affiliate is the beneficial owner of such interest, or if such Bank is regarded as acting as an intermediary for such branch or Affiliate, then such Bank, or such branch or Affiliate, shall provide to the Borrower and the Administrative Agent the required forms and documentation as set forth in Section 8.16(a)(i) or (ii), as appropriate.

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     Section 2.8 Voluntary Conversion of Borrowings; Continuation of Eurodollar Borrowings. (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (i) in the case of a proposed Conversion into a Eurodollar Borrowing, on the third Business Day prior to the date of the proposed Conversion, and (ii) in the case of a proposed Conversion into a Base Rate Borrowing, on the date of the proposed Conversion, and subject to the limitations in Section 2.2(a) as to the number of permitted Interest Periods and subject to the provisions of Sections 2.7, 2.8(c) and 2.12, Convert all or any portion of a Borrowing of one Type into a Borrowing of another Type; provided , however , that any Conversion of any Eurodollar Borrowing shall be made on, and only on, the last day of an Interest Period for such Eurodollar Borrowing. Each such notice of a Conversion (a “ Notice of Conversion ”) shall be by telecopy, confirmed immediately in writing, in substantially the form of Exhibit C , duly signed by a Responsible Officer, and shall, within the restrictions specified above, specify (x) the date of such Conversion, (y) the Borrowing (or identified portion thereof) to be Converted and the Type into which it is to be Converted, and (z) if such Conversion is into a Eurodollar Borrowing, the duration of the Interest Period for each Advance comprising such Borrowing.

          (b) The Borrower may continue all or any portion of any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period that complies with the requirements set forth in the definition herein of “Interest Period,” by giving notice of such Interest Period as set forth in such definition, subject to the limitations in Section 2.2(a) as to the number of permitted Interest Periods and subject to the provisions of Sections 2.7, 2.8(c) and 2.12.

          (c) All Borrowings, Conversions and continuations under this Agreement shall be effected in a manner that (i) treats all Banks ratably (including, for example, effecting Conversions of any portion of a Borrowing in a manner that results in each Bank retaining its same ratable percentage of both the Converted portion and the remaining portion not Converted), and (ii) results in each Borrowing (including, in the case of any Conversion of a portion of a Borrowing, both the Converted portion and the remaining portion not Converted) being in an amount not less than $5,000,000 and in an integral multiple of $1,000,000. Upon Conversion of any Borrowing, or portion thereof, into a particular Type, all Advances comprising such Borrowing or portion thereof, as the case may be, will be deemed Converted into Advances of such Type.

     Section 2.9 Letters of Credit.

          (a)  The Letter of Credit Commitment .

               (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Banks set forth in this Section 2.9, (1)from time to time on any Business Day prior to the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower for any general corporate purpose of the Borrower and its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Banks severally agree to participate in Letters of Credit issued for the account of the Borrower; provided that (i) no L/C Issuer shall be obligated to make any L/C Credit Extension

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with respect to any Letter of Credit if the aggregate amount of Letters of Credit, Canadian Letters of Credit and Sterling Letters of Credit issued by it and its Affiliates would exceed an aggregate principal amount of $333,333,333 (or such greater amount as may be agreed to by an L/C Issuer), and (ii) no L/C Issuer shall be obligated to issue Letters of Credit and no Bank shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension the Total Facility Outstandings would exceed the Total Facility Amount. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

               (ii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

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

                    (B) subject to Section 2.9(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Majority Banks have approved such expiry date;

                    (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Banks have approved such expiry date;

                    (D) the issuance of such Letter of Credit would violate one or more reasonable and customary commercial banking policies of such L/C Issuer generally applicable to the issuance of letters of credit and applied by such L/C Issuer to other similarly situated borrowers under similar credit facilities;

                    (E) such Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit (or, as to Letters of Credit denominated in a currency other than Dollars, the respective currency equivalent thereof as reasonably determined by such L/C Issuer), or is to be denominated in a currency other than Dollars, Canadian Dollars, Euros, British Pounds Sterling, Swiss Francs or Japanese Yen; or

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                    (F) it is not then required to issue a Letter of Credit pursuant to Section 2.19(e).

               (iii) No L/C Issuer shall be under any obligation to amend, extend, renew or otherwise modify any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended, extended, renewed or modified form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment, extension, renewal or other modification to such Letter of Credit.

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

               (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the relevant L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 11:00 A.M. at least two Business Days (or such later date and time as requested by the Borrower and as the relevant L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C 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 relevant L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C 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 relevant L/C Issuer may require.

               (ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the relevant L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the relevant L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Bank’s Pro Rata Share times the amount of such Letter of Credit.

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               (iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “ Auto-Renewal Letter of Credit ”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Nonrenewal 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 relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Banks shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time prior to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.9(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that the Majority Banks have elected not to permit such renewal or (2) from the Administrative Agent, any Bank or the Borrower that one or more of the applicable conditions specified in Section 3.2 is not then satisfied.

               (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 relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

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          (c)  Drawings and Reimbursements; Funding of Participations .

               (i) On the date of any payment by any L/C Issuer under any Letter of Credit (each such date, an “ Honor Date ”), the relevant L/C Issuer shall notify the Borrower and the Administrative Agent of such payment. If the relevant L/C Issuer shall give such notice prior to 11:00 A.M. on the Honor Date, the Borrower shall reimburse the relevant L/C Issuer by 11:00 A.M. on the Honor Date through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to reimburse the relevant L/C Issuer by 11:00 A.M. on the Honor Date, the Administrative Agent shall promptly notify each Bank of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Bank’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Advances 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 2.1 for the principal amount of Base Rate Advances, but otherwise subject to Section 2.1 and subject to compliance with the conditions set forth in Section 3.2 (other than (i) the delivery of a Notice of Borrowing and (ii) the absence of an event that would constitute an Event of Default but for the requirement of time elapse, which is based upon the Borrower’s failure to fully and timely reimburse for such drawing). Any notice given by any L/C Issuer or the Administrative Agent pursuant to this Section 2.9(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) Each Bank (including the Bank acting as L/C Issuer) shall upon any notice pursuant to Section 2.9(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 P.M. on the Honor Date specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.9(c)(iii), each Bank that so makes funds available shall be deemed to have made a Base Rate Advance subject to compliance with the conditions set forth in Section 3.2 (other than (i) the delivery of a Notice of Borrowing and (ii) the absence of an event that would constitute an Event of Default but for the requirement of time elapse, which is based upon the Borrower’s failure to fully and timely reimburse for such drawing) to the Borrower in such amount and the corresponding Unreimbursed Amount shall be deemed refinanced. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

               (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing or a deemed Borrowing under Section 2.9(c)(i) or (ii) because the conditions set forth in Section 3.2 and not excused under Section 2.9(c)(i) or Section 2.9(c)(ii) cannot be satisfied on the Honor Date, then (A) the relevant L/C Issuer will notify the Borrower of the amount of such Unreimbursed Amount that has not been refinanced and (B) such Unreimbursed Amount that is not so refinanced shall (1) bear interest on the amount thereof from time to time outstanding at a rate per annum equal to 2% above the Base Rate in effect from time to time and (2) shall be due and payable on the 15th day following the Borrower’s receipt of such notice from such L/C Issuer. In such event, each Bank’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.9(c)(ii) shall be payment in respect of its participation in such Unreimbursed Amount and shall

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constitute an L/C Advance from such Bank in satisfaction of its participation obligation under this Section 2.9.

               (iv) Until each Bank funds its Advance or L/C Advance pursuant to this Section 2.9(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Bank’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

               (v) Each Bank’s obligation to reimburse the relevant L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.9(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 Bank may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of a reimbursement to an L/C Issuer shall constitute a Borrowing if the Borrower is unable to satisfy the conditions set forth in Section 3.2 (other than (i) the delivery of a Notice of Borrowing and (ii) the absence of an event that would constitute an Event of Default but for the requirement of time elapse, which is based upon the Borrower’s failure to fully and timely reimburse for such drawing) and no such making of a reimbursement shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by the relevant L/C Issuer under any Letter of Credit, together with interest as provided in Section 2.9(c).

               (vi) If any Bank fails to make available to the Administrative Agent for the account of an L/C Issuer any amount required to be paid by such Bank pursuant to the foregoing provisions of this Section 2.9(c) by the time specified in Section 2.9(c)(ii), the relevant L/C Issuer shall be entitled to recover from such Bank (acting through the 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 relevant L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of an L/C Issuer submitted to any Bank (through the 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 an L/C Issuer has made a payment under any Letter of Credit and has received from any Bank such Bank’s L/C Advance in respect of such payment in accordance with Section 2.9(c), if the Administrative Agent receives for the account of the relevant L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Bank its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

               (ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.9(c)(i) is required to be returned under any of the

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circumstances described in Section 8.5(a) (including pursuant to any settlement entered into by the relevant L/C Issuer in its discretion), each Bank shall pay to the Administrative Agent for the account of the relevant L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Bank, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

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

               (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

               (ii) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower 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), any L/C Issuer or any other Person, whether in connection with this 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 relevant L/C 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 relevant L/C 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 the Bankruptcy Code or any other law relating to bankruptcy, insolvency or reorganization or relief of debtors; 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, the Borrower.

     The Borrower 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 the Borrower’s instructions or other irregularity, the Borrower will immediately notify the relevant L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against an L/C Issuer and its correspondents unless such notice is given as aforesaid.

          (f)  Role of L/C Issuer . Each Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any

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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 any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of an L/C Issuer shall be liable to any Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Banks or the Majority Banks, as applicable; (ii) any action taken or omitted unless a court of competent jurisdiction determines by a final, non-appealable judgment that the taking or omitting of such action constituted 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 Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of an L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.9(e); provided , however , that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower or its Subsidiaries which the Borrower proves were caused by (A) an L/C Issuer’s willful misconduct, gross negligence, violation of law or breach in bad faith of such L/C Issuer’s obligations under any Loan Document or (B) an L/C 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, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

          (g)  Cash Collateral . Upon the request of the Administrative Agent, (i) if an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an Unreimbursed Amount, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit shall for any reason remain outstanding and partially or wholly undrawn, and in each case so long as such Unreimbursed Amount or Letter of Credit remains outstanding, the Borrower shall immediately Cash Collateralize such then outstanding L/C Obligations (in an amount equal to such outstanding L/C Obligations determined as of the date of such Unreimbursed Amount or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Banks, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Banks). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of any L/C Issuer and the Banks, a security interest in all such cash, deposit accounts and all balances

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therein and all proceeds of the foregoing, which security interest shall be deemed automatically terminated and such collateral subject to the Borrower’s instruction on return, upon such L/C Obligations no longer being outstanding. Cash collateral shall be maintained in a blocked, non-interest bearing deposit account at and subject to the control of the Administrative Agent.

          (h)  Applicability of ISP98 and UCP . Unless otherwise expressly agreed by an L/C Issuer and the Borrower, when a Letter of Credit is issued (i) the rules of 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, as the case may be, the “ ISP ”) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ ICC ”) at the time of issuance (including, if in effect at each relevant time, the ICC decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each commercial Letter of Credit.

          (i)  Letter of Credit Fees . The Borrower shall pay to the Administrative Agent for the account of each Bank in accordance with its Pro Rata Share, a Letter of Credit fee in Dollars for each Letter of Credit equal to the L/C Fee Rate times the daily maximum amount available to be drawn under such Letter of Credit, it being agreed that with respect to any Letter of Credit that, by its terms or the terms of the related Letter of Credit Application or any other document, agreement or instrument related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time; provided , that with respect to any outstanding Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic reductions in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the amount available to be drawn under such Letter of Credit after giving effect to all such reductions that have theretofore occurred and are in effect at the relevant time of determination. Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. The L/C Fee Rate for each calendar quarter shall be determined as provided in Schedule I based on the Rating Level in effect on each applicable day of such quarter.

          (j)  Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer . The Borrower shall pay directly to the relevant L/C Issuer for its own account a fronting fee in Dollars with respect to each Letter of Credit equal to 0.20% per annum times the daily maximum amount available to be drawn under such Letter of Credit, it being agreed that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time; provided , further , that with respect to any outstanding Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic reductions in the stated amount thereof, the amount of such Letter of Credit shall be deemed to

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be the Dollar Equivalent of the amount available to be drawn under such Letter of Credit after giving effect to all such reductions that have theretofore occurred and are in effect at the relevant time of determination. Such fronting fee shall be computed on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to the relevant L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges of the relevant L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

          (k)  Conflict with Letter of Credit Application . In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

          (l)  Currency Indemnity

               (i) The Borrower shall reimburse an L/C Issuer pursuant to Section 2.9(c)(i) in the currency (the “ Agreed Currency ”) in which the Letter of Credit under which the relevant L/C Issuer made payment was issued. If any payment is received on account of any Letter of Credit in any currency (the “ Other Currency ”) other than the Agreed Currency (whether voluntarily, pursuant to the Borrower or an Unreimbursed Amount, or pursuant to an order or judgment or the enforcement thereof or the realization of any security or the liquidation of the Borrower or otherwise howsoever), such payment shall constitute a discharge of the liability of the Borrower hereunder and under the other Loan Documents in respect thereof only to the extent of the amount of Agreed Currency which the relevant L/C Issuer is able to purchase with the amount of the Other Currency received by it on the Business Day next following such receipt in accordance with its normal procedures and after deducting any premium and costs of exchange.

               (ii) If, for the purpose of obtaining or enforcing judgment in any court in any jurisdiction, it becomes necessary to convert into a particular currency (the “ Judgment Currency ”) any amount due in the Agreed Currency, then the conversion shall be made on the basis of the rate of exchange prevailing on the next Business Day following the date such judgment is given and in any event the Borrower shall be obligated to pay the relevant L/C Issuer any deficiency in accordance with Section 2.9(l)(iii). For the foregoing purposes “rate of exchange” means the rate at which an L/C Issuer, in accordance with its normal banking procedures is able on the relevant date to purchase the Agreed Currency with the Judgment Currency after deducting any premium and costs of exchange.

               (iii) If an L/C Issuer receives any payment or payments on account of the liability of the Borrower hereunder pursuant to any judgment or order in any Other Currency, and the amount of the Agreed Currency which the relevant L/C Issuer is able to purchase on the Business Day next following such receipt with the proceeds of such payment or payments in accordance with its normal procedures and after deducting any premiums and costs of exchange is less than the amount of the Agreed Currency due in respect of such liabilities immediately

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prior to such judgment or order, then the Borrower on demand shall, and the Borrower hereby agrees to, indemnify and save the relevant L/C Issuer harmless from and against any loss, cost or expense arising out of or in connection with such deficiency. The agreement of indemnity provided for in this Section 2.9(l)(iii) shall constitute an obligation separate and independent from all other obligations contained in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted an L/C Issuer, Administrative Agent or Bank, or any of them from time to time, and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

          (m)  Outstanding Letters of Credit . On the date hereof, each Letter of Credit listed on Schedule III shall be deemed to have been issued under this Agreement by an L/C Issuer, as specified on Schedule III , without payment of any fees otherwise due upon the issuance of a Letter of Credit, and such L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such L/C Issuer a participation, to the extent of such Bank’s Pro Rata Share, in such Letters of Credit.

          (n)  Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time; provided , further , that with respect to any outstanding Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic reductions in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the amount available to be drawn under such Letter of Credit after giving effect to all such reductions that have theretofore occurred and are in effect at the relevant time of determination.

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     Section 2.10 Prepayments. The Borrower may (a) in respect of Eurodollar Advances, upon at least three Business Days’ notice, and (b) in respect of Base Rate Advances, upon notice by 11:00 A.M. on the day of the proposed prepayment, to the Administrative Agent (which shall promptly notify each Bank) stating the proposed date and aggregate principal amount of the prepayment and the Types of Advances to be prepaid, and in the case of Eurodollar Advances, the specific Borrowing or Borrowings pursuant to which made, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty; provided , however , that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000, and provided further , that if the Borrower prepays any Eurodollar Advance on any day other than the last day of an Interest Period therefor, the Borrower shall compensate the Banks pursuant to Section 8.4(b).

     Section 2.11 Increased Costs; Capital Adequacy, Etc. (a) Subject to Section 8.8, if, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case after the date of this Agreement, or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law) in each case made or issued after the date of this Agreement, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Advances (other than increased costs described in Section 2.6 or in clause (c) below), the Borrower shall from time to time, within 20 Business Days following its receipt of the certificate herein referenced (with a copy of such certificate from the requesting Bank to the Administrative Agent), pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate in reasonable detail stating the basis for and the amount of such increased cost, showing in reasonable detail the calculation of such additional amounts as shall be required to compensate it for the increased costs to it as a result of such events and certifying that such costs are generally being charged by it to other similarly situated borrowers under similar credit facilities shall be submitted to the Borrower and the Administrative Agent by such Bank, which certificate shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Bank becomes aware of any such introduction, change or proposed compliance, such Bank shall notify the Borrower thereof. No Bank shall be permitted to recover increased costs incurred or accrued pursuant to this Section 2.11(a) more than 180 days prior to the date it sends the certificate to the Borrower which is referred to in this Section 2.11(a); provided , however , that if any such introduction, change, interpretation, guideline or request referred to above giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For the purposes of this Section 2.11, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel III and all rules, regulations, orders, requests, guidelines or directives promulgated by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities in connection therewith are deemed to have been adopted and gone into effect after the date of this Agreement.

          (b) If the Borrower so notifies the Administrative Agent of any increased cost pursuant to the provisions of Section 2.11(a), the Borrower shall have the right to Convert all

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Advances of the Type affected by such increased cost of all Banks then outstanding into Advances of another Type in accordance with Section 2.8 and, additionally, reimburse such Bank for such increased cost in accordance with Section 2.11(a).

          (c) If any Total Facility Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule, regulation or treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any such Total Facility Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such Total Facility Bank, in each case made or issued after the date hereof), has or would have the effect of increasing the amount of capital required or expected to be maintained as a result of its Commitment, Canadian Commitment or Sterling Commitment hereunder, such Total Facility Bank shall have the right to give prompt written notice thereof to the Borrower with a copy to the Administrative Agent, which notice shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate it for the increased cost to it as a result of such increase in capital and shall certify that such costs are generally being charged by it to other similarly situated borrowers under similar credit facilities, which notice shall be conclusive and binding for all purposes, absent manifest error, although the failure to give any such notice shall not, unless such notice fails to set forth the information required above or except as otherwise expressly provided in Section 2.18(a), release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to Section 2.18(a). No Total Facility Bank shall be permitted to recover increased costs incurred or accrued pursuant to this Section 2.11(c) more than 180 days prior to the date it sends the certificate to the Borrower which is referred to in this Section 2.11(c); provided , however , that if any such adoption or change in any applicable law, rule, regulation or treaty, or any request or directive, giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

          (d) Each Total Facility Bank shall use its reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable Lending Office, Canadian Lending Office or UK Lending Office, as appropriate, or change the jurisdiction of its Applicable Lending Office, Canadian Lending Office or UK Lending Office, as the case may be, so as to avoid the imposition of any increased costs under Section 2.6 or this Section 2.11 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Applicable Lending Office, Canadian Lending Office or UK Lending Office shall be made if, in the reasonable judgment of such Total Facility Bank, such selection or change would be disadvantageous to it.

     Section 2.12 Illegality. Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of or compliance with any law or regulation, in each case after the date hereof, shall make it unlawful, or any governmental authority, central bank or comparable agency shall, after the date hereof, assert that it is unlawful, for any Total Facility Bank or its Eurodollar Lending Office to perform its respective obligations hereunder to make Eurodollar Advances or Sterling Advances or to continue to fund

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or maintain Eurodollar Advances or Sterling Advances hereunder, or the introduction of or any change in or in the interpretation of or compliance with any law or regulation, in each case after the date hereof, shall make it unlawful, or any governmental authority, central bank or comparable agency shall, after the date hereof, assert that it is unlawful, for any Canadian Bank or its Canadian Lending Office to make Canadian Prime Rate Advances or accept and purchase Canadian Bankers’ Acceptances, then, on notice thereof and demand therefor by such Total Facility Bank to the Borrower through the Administrative Agent, (a) the obligation of such Bank to make, or to Convert Advances or Borrowings into, or to make divisions or combinations of Borrowings resulting in, Eurodollar Advances or Eurodollar Borrowings, or, if applicable, the obligation of such Canadian Banks to make Canadian Prime Rate Advances or to accept and purchase Canadian Bankers’ Acceptances, or, if applicable, the obligation of such UK Banks to make Sterling Advances, shall terminate, as the case may be, and (b) if then required by the provisions of such event, (i) the Borrower shall forthwith Convert all affected Eurodollar Advances of all Banks then outstanding into Advances of another Type in accordance with Section 2.8 (other than the requirement that Conversions be made only on the last day of an Interest Period), (ii) the Canadian Borrower shall forthwith terminate the Canadian Commitments and prepay all such Canadian Prime Rate Advances and Canadian Bankers’ Acceptances or (iii) the UK Borrower shall forthwith terminate the Sterling Commitments and prepay all such Sterling Advances, as applicable.

     Section 2.13 Payments and Computations. (a) The Borrower shall make each payment under any Loan Document not later than 11:00 A.M. on the day when due in dollars to the Administrative Agent at its Payment Office in same day funds without setoff, deduction or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.6, 2.11, 2.14, 2.17 or 8.4(b)) to the Banks (decreased, as to any Bank, for any taxes withheld in respect of such Bank as contemplated by Section 2.14(b)) for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.

          (b) All computations of interest based on the Base Rate (except during such times as the Base Rate is determined pursuant to clause (a) of the definition thereof) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and, subject to Section 8.8, all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or, during such times as the Base Rate is determined pursuant to clause (a) of the definition thereof, the Base Rate and all computations of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.6 shall be made by a Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.6, by a Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

          (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of

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payment of interest or facility fee, as the case may be; provided , however , if such extension would cause payment of interest on or principal of Eurodollar Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall, subject to Section 8.8, repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the earlier of (i) the date such Bank repays such amount to the Administrative Agent and (ii) the date two Business Days after the date such amount is so distributed, at the Federal Funds Rate and thereafter until the date such Bank repays such amount to the Administrative Agent at the Federal Funds Rate plus 2%.

     Section 2.14 Taxes. (a) Subject to Section 8.8, any and all payments by the Obligors hereunder or under the Notes, the Canadian Notes or the Sterling Notes shall be made, in accordance with Section 2.13 with respect to payments made by the Borrower under the Notes, Section 2B.10 with respect to payments made by the UK Borrower under the Sterling Notes and 2A.9 with respect to payments made by the Canadian Borrower under the Canadian Notes, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or withholdings, and all liabilities with respect thereto, excluding , in the case of each Bank, Canadian Bank or UK Bank and the Administrative Agent, the Canadian Administrative Agent or the UK Administrative Agent, (i) taxes imposed on its income, profits or capital, (ii) franchise taxes imposed on it by the jurisdiction under the laws of which (or by a jurisdiction under the laws of a political subdivision of which) such Bank, Canadian Bank or UK Bank or the Administrative Agent, the Canadian Administrative Agent or the UK Administrative Agent, as the case may be, is organized or any political subdivision thereof and, in the case of each Bank, each Canadian Bank and each UK Bank, franchise taxes imposed on it by the jurisdiction of such Bank’s Applicable Lending Office, such Canadian Bank’s Canadian Lending Office or such UK Bank’s UK Lending Office or any political subdivision thereof, (iii) branch profit taxes imposed by the United States of America or any similar taxes imposed by any other jurisdiction in which an Obligor is located or described in the preceding clause (ii), (iv) any withholding taxes imposed by Canada by virtue of a Bank, Canadian Bank or UK Bank not dealing at “arm’s length,” within the meaning of the applicable taxing legislation, with the Canadian Borrower, (v) any withholding taxes imposed by the United States of America, Canada or the UK if and to the extent that such taxes (A) shall be in effect and shall be applicable on the date hereof (or with respect to any entity that becomes a Bank, a Canadian Bank or a UK Bank after the date hereof, on the date such entity becomes a Bank, a Canadian Bank or a UK Bank) to payments to be made to such Bank, Canadian Bank or UK Bank or the Administrative Agent, the Canadian Administrative Agent or the UK Administrative Agent or (B) are attributable to such Bank’s, Canadian Bank’s or UK Bank’s failure to comply with Section 2.14(g), (vi) any United States federal withholding taxes imposed as a result of a Bank, Canadian Bank or UK Bank failing to comply with the requirements of FATCA to

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establish and maintain an exemption from withholding thereunder, and (vii) due to the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof after the date hereof, withholding taxes in respect of any principal, interest, fees or other amounts paid or payable by the Canadian Borrower to or for the account of any Bank, Canadian Bank or UK Bank under this Agreement or any other Loan Document which the Canadian Borrower is required to withhold and remit in respect of any principal, interest, fees or other amounts paid or payable by the Canadian Borrower to or for the account of any Bank, Canadian Bank or UK Bank under this Agreement or any other Loan Document (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as “ Taxes ”). Subject to Section 8.8, if any Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note, Canadian Note or Sterling Note or Canadian Bankers’ Acceptance to any Bank, Canadian Bank or UK Bank or the Administrative Agent, the Canadian Administrative Agent or the UK Administrative Agent, (x) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Bank, Canadian Bank or UK Bank or the Administrative Agent, the Canadian Administrative Agent or the UK Administrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (y) the relevant Obligor shall make such deductions and (z) such Obligor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

          (b) Notwithstanding anything to the contrary contained in this Agreement, each Obligor and each Agent shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States of America, Canada or the UK from interest, fees or other amounts payable hereunder for the account of any Bank, Canadian Bank or UK Bank (without obligation of the payment by such Obligor of increased amounts to such Bank, Canadian Bank or UK Bank pursuant to Section 2.14(a)) except there shall be no deduction or withholding of income or other similar taxes:

               (i) with respect to the Commitments, the Advances and the Letters of Credit, from such amounts payable to a Bank that has the Prescribed Forms on file with the Borrower and the Administrative Agent for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, and

               (ii) with respect to the Sterling Commitments, the Sterling Advances and the Sterling Letters of Credit, from amounts payable to a UK Bank who satisfied the requirements set forth in Section 2.14(f)(iii);

provided that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement (in the form required by applicable law) to the Administrative Agent and such Bank, Canadian Bank or UK Bank, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Bank, Canadian Bank or UK Bank or the applicable Agent may reasonably request for assisting such Bank, Canadian Bank or UK Bank or the applicable Agent to obtain any allowable credits or deductions for the

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taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank, Canadian Bank or UK Bank is subject to tax.

          (c) In addition, subject to Section 8.8, the Obligors agree to pay or reimburse any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the Notes, the Canadian Notes or the Sterling Notes, respectively, or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Notes, the Canadian Notes or the Sterling Notes, respectively (hereinafter referred to as “ Other Taxes ”).

          (d) The Borrower, to the fullest extent permitted by law, will indemnify each Total Facility Bank and each Agent for the full amount of Taxes or Other Taxes paid by such Total Facility Bank or Agent, as the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 45 days from the date such Total Facility Bank or Agent, as the case may be, makes written demand therefor from the Borrower and provides the Borrower a reasonably detailed written explanation of the nature and amount of such claim, together with copies of all demands and other communications received by such Total Facility Bank or Agent, as the case may be, from related taxing authorities. No Total Facility Bank nor any Agent shall be indemnified for Taxes or Other Taxes (i) incurred or accrued more than 180 days prior to the date that such Bank, Canadian Bank, UK Bank or such Agent notifies the Borrower thereof or (ii) arising out of a failure by a Total Facility Bank or any Agent to provide the Prescribed Forms or other comparable document prescribed by any applicable law to the applicable Obligor and the Administrative Agent; provided , however , that any such adoption, change, change in interpretation or administration referred to in this Section 2.14 giving rise to such Taxes or Other Taxes is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

          (e) Within 45 days after the date of any payment of Taxes by or at the direction of any Obligor (or, in the case of clause (i) of this Section 2.14(e), within 10 Business Days after the Borrower has received a receipt from the relevant taxing authority), the Borrower will furnish to the Administrative Agent (and the Canadian Administrative Agent and the UK Administrative Agent, if appropriate), at the relevant address referred to in Section 8.2, (i) the original or a certified copy of a receipt evidencing payment thereof if the relevant taxing authority provides a receipt or (ii) if the relevant taxing authority does not provide a receipt, other reasonable evidence of payment thereof. Should any Total Facility Bank or any Agent ever receive any refund, credit or deduction from any taxing authority to which it would not be entitled but for the payment by such Obligor of Taxes or Other Taxes as required by this Section 2.14 (it being understood that the decision as to whether or not to claim, and if claimed, as to the amount of any such refund, credit or deduction shall be made by such Person in its sole discretion), such Person, as the case may be, thereupon shall repay to such Obligor, as appropriate, an amount with respect to such refund, credit or deduction equal to any net reduction in taxes actually obtained by such Person, as the case may be, and determined by it, as the case may be, to be attributable to such refund, credit or deduction.

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          (f) (i) Each Bank shall use its reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable Lending Office, or change the jurisdiction of its Applicable Lending Office, as the case may be, so as to avoid the imposition of any Taxes or Other Taxes or to eliminate the amount of any such additional amounts which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Applicable Lending Office shall be made if, in the reasonable judgment of such Bank, such selection or change would be disadvantageous to such Bank.

               (ii) Each Canadian Bank shall use its reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Canadian Lending Office, as appropriate, or change the jurisdiction of its Canadian Lending Office, as the case may be, so as to avoid the imposition of any Taxes or Other Taxes or to eliminate the amount of any such additional amounts which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Canadian Lending Office shall be made if, in the reasonable judgment of such Canadian Bank, such selection or change would be disadvantageous to such Bank or Canadian Bank.

               (iii) Each UK Bank represents and warrants to the Borrower and the UK Borrower and the UK Administrative Agent that at all times that it is a UK Bank, either (A) it (or any lending office, branch, permanent establishment or Affiliate through which it performs any of its obligations or exercises any of its rights, in each case under the Loan Documents) is a Person resident in the UK for UK tax purposes and is beneficially entitled to interest payable to it or (B) it (or any lending office or Affiliate through which it performs any of its obligations or exercises any of its rights, in each case under the Loan Documents) is a “bank”, as defined for the purpose of Section 879 of the 2007 Tax Act, that has permission under Part 4 of the Financial Services and Markets Act 2000 to accept deposits (as set out in Section 1120 of the 2010 Tax Act), is beneficially entitled to the interest and is within the charge to UK corporation tax thereon or (C) it (or any lending office, branch, permanent establishment or Affiliate through which it performs any of its obligations or exercises any of its rights, in each case under the Loan Documents) is a Person who is resident (as such term is defined in the appropriate UK Double Taxation Treaty) in a country with which the UK has an appropriate UK Double Taxation Treaty giving residents of that country full exemption from UK taxation on interest where such Person has provided the appropriate authorization from HM Revenue & Customs to the UK Borrower and the UK Administrative Agent. Not in derogation of the foregoing representation and warranty, but in furtherance thereof, each UK Bank shall use its reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its UK Lending Office, as appropriate, or change the jurisdiction of its UK Lending Office, as the case may be, so as to avoid the imposition of any Taxes or Other Taxes or to eliminate the amount of any such additional amounts which may thereafter accrue; provided that no such selection or change of the jurisdiction for its UK Lending Office shall be made if, in the reasonable judgment of such UK Bank, such selection or change would be disadvantageous to such UK Bank.

          (g) Each Total Facility Bank also agrees to deliver to the Borrower, the Canadian Borrower or the UK Borrower, as appropriate, and to the relevant Agent such forms or documentation, including the Prescribed Forms referred to in Section 8.16, as may at any time be required in order to confirm or maintain in effect its entitlement to exemption from United

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States, Canadian or UK withholding tax, as the case may be, on any payments hereunder, provided that, at the relevant time, applicable laws permit such Total Facility Bank to do so.

          (h) In the case of a Bank that would be subject to withholding tax imposed by FATCA on payments made on account of any obligation of the Borrower hereunder if such Bank fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank, as the case may be, shall provide such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Bank as may be necessary for the Bank to comply with its obligations under FATCA, to determine that such Bank, as the case may be, has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from any such payments.

     Without prejudice to the survival of any other agreement of the Obligors hereunder, but subject to the expiration of any applicable statute of limitations, the agreements and obligations of the Obligors contained in this Section 2.14 shall survive the payment in full of principal and interest hereunder and under the Notes, the Canadian Notes, the Sterling Notes and the Canadian Bankers’ Acceptances.

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     Section 2.15 Sharing of Payments, Etc. If, other than as provided elsewhere herein, any Total Facility Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Total Outstanding Amount, the Canadian Total Outstanding Amount or the Sterling Total Outstanding Amount, as the case may be, made by it (other than pursuant to Section 2.6, 2.11, 2.14, 2.17, 2.18 or 8.4(b)) in excess of its ratable share of payments on account of the Total Outstanding Amount, the Canadian Total Outstanding Amount or the Sterling Total Outstanding Amount, obtained by all Total Facility Banks with respect to the Total Outstanding Amount, the Canadian Total Outstanding Amount or the Sterling Total Outstanding Amount, as applicable, such Total Facility Bank receiving a greater proportion of the payments shall forthwith purchase from the applicable Total Facility Banks participations in the Total Outstanding Amount, the Canadian Total Outstanding Amount or the Sterling Total Outstanding Amount made by them as shall be necessary to cause such purchasing Total Facility Bank to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Total Facility Bank, such purchase from each Total Facility Bank shall be rescinded and such Total Facility Bank shall repay to the purchasing Total Facility Bank the purchase price to the extent of its ratable share (according to the proportion of (a) the amount of the participation purchased from such Total Facility Bank as a result of such excess payment to (b) the total amount of such excess payment) of such recovery together with an amount equal to such Total Facility Bank’s ratable share (according to the proportion of (i) the amount of such Total Facility Bank’s required repayment to (ii) the total amount so recovered from the purchasing Total Facility Bank) of any interest or other amount paid or payable by the purchasing Total Facility Bank in respect of the total amount so recovered. Each Obligor agrees that any Total Facility Bank so purchasing a participation from another Total Facility Bank pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Total Facility Bank were its direct creditor in the amount of such participation.

     Section 2.16 Ratable Reduction or Termination of the Commitments; Canadian Allocation of Commitments; Sterling Allocation of Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Banks; provided that each partial reduction shall be in the aggregate amount of at least $10,000,000; provided , further , no such termination or reduction shall reduce the Total Committed Amount to an amount less than the Total Outstanding Amount. Any reduction or termination of any Commitment (whether pursuant to this Section 2.16, Section 2.17 or Section 2.18) shall be irrevocable, and any such termination shall automatically terminate such Bank’s or its Affiliate’s Canadian Allocated Commitment or Sterling Allocated Commitment (if any), provided , further , that, notwithstanding the foregoing, a notice of termination of the Total Committed Amount delivered by the Borrower may state that such notice is conditioned upon the effectiveness of one or more other credit facilities, one or more issuances of debt securities and/or the satisfaction of one or more other conditions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon and at all times after any Commitment of any Bank is terminated in whole pursuant to any provision of this Agreement, such Commitment (and related Canadian Allocated Commitment, Canadian Commitment, Sterling Allocated Commitment or Sterling Commitment, if any) shall be zero and such Bank shall have no further obligation to make any Advances or

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purchase participations in L/C Obligations, nor shall such Bank or any Canadian or UK branch or Affiliate have any further obligation as a Canadian Bank or UK Bank, as the case may be, to make any Canadian Advances or UK Advances, as the case may be, or purchase participations in Canadian L/C Obligations or Sterling L/C Obligations.

          (b) Pursuant to and as set forth in Section 2A.10, the Borrower shall have the right to allocate a portion of the Total Committed Amount as the Canadian Allocated Total Commitment; provided that no Canadian Bank shall have a Canadian Allocated Commitment of more than US $50,000,000.00, unless such Canadian Bank and Borrower shall otherwise agree. Upon any such allocation, and until such Canadian Allocation Period is terminated in whole, the provisions set forth in A


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