Common use of Issuance Clause in Contracts

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject The Borrower may request that one or more Issuers issue standby letters of credit (each a “Letter of Credit”) up to the LC Sublimit. Each Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess and to extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such Issuing Lender’s Issuing Lender Sublimitaction a “Modification”) from time to time from the date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower for the Borrower as applicant thereof for the support of its or its Subsidiaries’ obligations; provided that immediately after each Letter of Credit is issued or Modified, (ivx) the aggregate LC Exposure shall not exceed the LC Sublimit and (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; and provided, further, that each Issuer may, but shall not be obligated to, issue or Modify any Letter of Credit if, after giving effect thereto, the outstanding Letter of Credit Obligations under all Letters of Credit shall be denominated in Dollars and (v) Letters issued by such Issuer would exceed the LC Commitment of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditsuch Issuer. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have an original expiry date more later than twelve (12i) months from one year following the date of issuance; providedissuance thereof, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable provided that any Letter of Credit with a one-year tenor may provide for the extension thereof for additional one-year periods, and (ii) five Business Days prior to a date not more than twelve (12) months from the date of extension; providedscheduled Facility Termination Date. Notwithstanding anything herein to the contrary, further, that no Letter of Credit, as originally issued or as extended, Issuer shall have an expiry date extending beyond the date that is thirty (30) days prior obligation hereunder to the Maturity Date. Each issue, and no Issuer shall issue, any Letter of Credit shall comply the proceeds of which would be made available to any Person (i) to fund any activity or business (x) of or with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be any Sanctioned Person or (y) in any country or territory that is a Business Day. Each Letter of Credit issued hereunder shall be Sanctioned Country or (ii) in any manner that would result in a minimum original face amount violation of $100,000 or such lesser amount as approved any Sanctions by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of any party to this Credit Agreement. The Notwithstanding the foregoing, the letters of credit identified on Schedule 2.17 (the “Existing Letters of Credit shall, as of the Closing Date, Credit”) shall be deemed to have been issued as be “Letters of Credit hereunder and subject to and governed by Credit” issued on the terms Restatement Effective Date for all purposes of this Agreementthe Loan Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended automatically annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than for additional consecutive periods of twelve (12) months or less from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty twenty (3020) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to Section 2.3(h) and the other terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Termination Date the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE TWO HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,000250,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Advances Outstanding shall not at any time exceed the Revolving aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit the Advances Outstanding in an aggregate amount in excess of such Issuing Lender’s Issuing Lender SublimitAlternative Currencies shall not exceed the Alternative Currency Sub Limit, (iv) all Letters of Credit shall be denominated issued in Dollars or in an Alternative Currency (without limiting the provisions of Section 2.3(h), Letters of Credit issued in Dollars shall only be issued for the account of the Initial Borrower and Letters of Credit issued in Alternative Currencies shall be issued for the account of any Borrower) and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except for the Existing Letters of Credit or as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the applicable Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the then current date of extensionexpiry; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty one month prior to the Commitment Termination Date. Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than 180 days from the date of issuance. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is one month prior to the Commitment Termination Date provided that the Borrower deposits cash collateral (30) 30 days prior to the Maturity Commitment Termination Date) with the Issuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit and in the Currency in which such Letter of Credit was issued. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Except for the Existing Letters of Credit, any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement25,000.

Issuance. Subject From time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower to an Issuing Bank given not later than 1:00 P.M. (New York City time) on the fifth Business Day prior the date of the proposed issuance of such Letter of Credit, the Issuing Bank shall, on the issuance date proposed in the Borrower’s notice (which shall be a Business Day) and on the terms and conditions hereof and hereinafter set forth, issue, increase, decrease, amend, or extend the Expiration Date of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issueLetters of Credit, and the Revolving Lenders Existing Issuing Bank shall participate in, continue any Existing Letters of Credit Credit, for the account of the Borrower from time (for its own benefit or for the benefit of any of its Subsidiaries); provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to time upon Citibank of a request for an issuance of a Letter of Credit. Each such notice of issuance of a Letter of Credit shall be by telephone, confirmed immediately in a form acceptable to writing, telex, telecopier or e-mail, in each case specifying therein the applicable Issuing Lender; provided, however, that requested (i) the aggregate principal amount date of LOC Obligations such issuance (which shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”be a Business Day), (ii) the sum of the aggregate principal face amount of outstanding Revolving Loans plus the aggregate principal amount such Letter of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectCredit, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess expiration date of such Issuing Lender’s Issuing Lender SublimitLetter of Credit, (iv) all Letters name and address of the beneficiary of such Letter of Credit shall be denominated in Dollars and (v) Letters form of Credit such Letter of Credit, and shall be issued accompanied by such application and agreement for any lawful corporate purposes and letter of credit as such Issuing Bank may be issued as standby letters of credit, including specify to the Borrower for use in connection with workers’ compensation and other insurance programs and commercial letters such requested Letter of creditCredit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have will be issued, increased, or extended (i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure attributable to the applicable Issuing Bank to exceed such Issuing Bank’s Letter of Credit Commitment, or (B) the aggregate Letter of Credit Exposure to exceed the lesser of (1) $100,000,000 or (2) an original expiry date more amount equal to (x) the Total Commitments less (y) the aggregate outstanding Advances and Letter of Credit Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than twelve the earlier of (12A) months from one year after the date of issuanceissuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) on or prior to the Maturity Date; provided(iii) unless the face amount of such Letter of Credit is equal to or greater than $100,000 and such Letter of Credit is otherwise in form and substance acceptable to the respective Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit; (v) unless the Borrower has delivered to the respective Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, however, so long as which shall contain terms no Default more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or Event of any successor to the ISP; and (vii) unless no Default has occurred and is continuing and subject to the other terms and conditions to or would result from the issuance of Letters such Letter of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of Credit. If the terms of any of the applicable Letter of Credit Documents referred to a date not more than twelve in the foregoing clause (12v) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply conflicts with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which that the Issuing Lenders may reasonably require, during the Commitment Period each the Issuing Lender shall Lenders may at their sole discretion issue, and the Revolving Lenders Banks shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), 250,000,000; (ii) the sum Dollar Amount (determined as of the aggregate principal amount most recent Revaluation Date) of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, aggregate amount of the Commitments at such time; (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess shall be issued for lawful corporate purposes and may be issued as standby letters of such Issuing Lender’s Issuing Lender Sublimit, credit; and (iv) all Letters of Credit shall be denominated in Dollars or a Foreign Currency. In the event of any inconsistency between the terms and (v) Letters conditions of Credit this Agreement and the terms and conditions of any LOC Document, the terms and conditions of this Agreement shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditcontrol. Except as otherwise expressly agreed upon by all the Revolving LendersBanks, no Letter of Credit shall have an original expiry date more than twelve (12) 12 months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and that subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) 12 months from the date of extension; provided, further, provided further that (x) no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) 30 days prior to the Maturity final Termination Date and (y) no Letter of Credit may expire after the Termination Date of any Non-Extending Bank if, after giving effect to such issuance or renewal, the aggregate Commitments of the Consenting Banks (including any replacement Banks) for the period following such Termination Date would be less than the LOC Obligations for Letters of Credit expiring after such Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00035,000,000) (as increased from time to time as provided in Section 2.1(f) and as such aggregate maximum amount may be reduced from time to time as provided in Section 2.6, the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by a Borrower or conflict with any obligation of, during or detract from any action which may be taken by the Commitment Period each Borrowers or their Subsidiaries under this Credit Agreement), the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue, in Dollars, and the Lenders shall participate in, letters of credit (the "Letters of Credit") for the account of a Borrower or any of its Subsidiaries, from the Effective Date until the Maturity Date, in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual Lender, the Lender's pro rata share of outstanding Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such Lender's Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an expiry date extending beyond the Maturity Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by the applicable Issuing Lender. The insurance obligations), contingent or otherwise, of a Borrower’s Reimbursement Obligations , or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by a Borrower in the ordinary course of business. Each Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by comply with the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue, in U.S. dollars, and the Lenders shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrowers or any of their Subsidiaries, from the Effective Date until the Maturity Date, in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”)12,000,000, (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans plus IRPA Obligations shall not exceed the lesser of the Borrowing Base and the Revolving Loan Commitment, and (iii) with respect to each individual Lender, the Lender's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such Lender's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsLoan Commitment. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Maturity Date, except that prior to the Maturity Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Maturity Date, if and to the extent that the Borrowers shall provide cash collateral to the Issuing Lender on the Maturity Date in an amount equal to the maximum amount available to be drawn under such Letter of Credit and the Required Lenders or the Issuing Lender shall not otherwise object. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations insurance obligations), contingent or otherwise, of a Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by a Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by comply with the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the each Issuing Lenders Lender may reasonably requirerequire which are not inconsistent with this Agreement, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FORTY MILLION DOLLARS ($37,500,00040,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and Dollars, (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, (v) no Letter of Credit shall be issued after the occurrence and commercial letters during the continuance of credita Default or an Event of Default, (vi) the beneficiary of any Letter of Credit shall not be a Sanctioned Person, and (vii) the sum of the aggregate amount of an Issuing Lender’s outstanding LOC Obligations shall not exceed such Issuing Lender’s respective share of the LOC Committed Amount according to such Issuing Lender’s LOC Commitment Percentage. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that except as otherwise set forth in clause (k) hereof, no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days Business Days prior to the applicable Maturity Date (the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000, or such lesser amount as approved by the applicable Issuing Lender. The BorrowerCompany’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Lenders Bank may reasonably require, during the Commitment Period each Existing Lenders will participate in the issuance by the Issuing Lender shall issue, and Bank to the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Underlying Issuer from time to time upon request of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Original Closing Date until the Maturity Date as CBI may request, in each case in a form acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the aggregate principal amount Letter of LOC Credit Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS thirty million Dollars ($37,500,00030,000,000) (the “LOC Letter of Credit Committed Amount”), ) and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount Letter of Credit Obligations outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditBorrowing Base. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Notwithstanding anything to the contrary herein or otherwise, no Letter of Credit issued hereunder shall be issued to or for the benefit of CBII (or any Person in its capacity as a minimum original face amount creditor of $100,000 CBII) or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect to support, replace or supplement any obligation of each Existing Letter of CreditCBII, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing except for those Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementset forth in Schedule 3.1 hereto.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower Borrowers (or a Subsidiary of the Company in accordance with clause (i) below) from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TWENTY MILLION DOLLARS ($37,500,00020,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(k), a Foreign Currency and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuanceissuance subject to automatic renewal by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionBorrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 25,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Borrowers’ Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Xxxxx Fargo shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall severally participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE TWO HUNDRED THOUSAND MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”200,000,000), (ii) the sum of the aggregate principal amount Dollar Amount (determined as of outstanding the most recent Revaluation Date) of Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations plus Competitive Loans shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue the aggregate stated amount of outstanding Letters of Credit in issued by an aggregate amount in excess Issuing Lender shall not exceed the Commitment of such Issuing Lender’s Issuing Lender Sublimit, in its capacity as a Lender, (iv) a JLA Issuing Lender (as defined below) shall not be obligated to issue any Letter of Credit if, after giving effect to such issuance, the aggregate stated amount of outstanding Letters of Credit issued by such JLA Issuing Lender would exceed one-fifth of the aggregate amount of all LOC Commitments, (v) all Letters of Credit shall be denominated in Dollars or Foreign Currencies, (vi) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit and (vvii) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Maturity Date (any such Letter of Credit being referred to as an “Extended Letter of Credit, ”) so long as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) Borrower delivers to the Administrative Agent for the benefit of the applicable Issuing Lender no later than 30 days prior to the Maturity Date, Cash Collateral for such Letter of Credit for deposit into a cash collateral account in respect of such Letter of Credit in an amount equal to the amount available to be drawn by a beneficiary under such Letter of Credit at such time of determination; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum stated amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (c) and (d), as applicable, with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. If requested by an Issuing Lender, the Borrowers shall submit a letter of credit application in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount Dollar Amount of $100,000 or such lesser amount Dollar Amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as As of the Closing Date, Xxxxx Fargo and Bank of America, N.A. are the Issuing Lenders with respect to Domestic Letters of Credit. As of the First Amendment Effective Date, Xxxxx Fargo, Bank of America, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch and The Bank of Nova Scotia (collectively, the “JLA Issuing Lenders”) are the Issuing Lenders with respect to Domestic Letters of Credit. Xxxxx Fargo and any Discretionary Issuing Lender may be an Issuing Lender for any Foreign Letters of Credit issued on or after the Closing Date. The parties hereto agree that the Existing Letters of Credit shall be deemed to have been issued as be Letters of Credit hereunder and subject to and governed by the terms for all purposes of this Agreement.

Issuance. Subject to the terms and conditions hereof and applicable provisions of this Agreement, including Section 4.10, on any Business Day during the Disbursement Period, as part of the LOC DocumentsCredit available under the Revolving Facility, and/or, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall the Advances outstanding under the Revolving Facility will not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS be less than the Threshold Amount ($37,500,000) (on the “LOC Committed Amount”date said requested Advances under the Unsecured Facility are made), (ii) the sum as part of the aggregate principal amount Credit available under the Unsecured Facility, upon three (3) Business Days’ prior written Notice of outstanding Revolving Loans plus Borrowing to the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed Agent, the Revolving Committed Amount then in effect, (iii) no Borrower may cause to be issued by the Issuing Lender will be required to issue on behalf of the Lenders under the relevant Facility one or more Letters of Credit in an a maximum aggregate amount outstanding at any time not exceeding the available Credit under the Revolving Facility (minus the Swing Line Commitment) and the Unsecured Facility to support a bid in excess the Spectrum Auction and Purchase, provided that the Security will extend to the property of the entity that will own the auctioned spectrum if it is a member of the VL Group (subject to the provisions of Section 9.3) and to its Equity Interests if held by a member of the VL Group (subject to the provisions of Section 9.3 and if not so held, the provisions of Section 13.10 shall apply), unless, with respect to such Issuing Lender’s Issuing Lender SublimitEquity Interests, (iv) all such owner is the Borrower. Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for other purposes hereunder shall not exceed a maximum amount outstanding at any lawful corporate purposes and may be issued as standby letters time of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date$50,000,000. Each Letter of Credit shall comply be issued in Canadian Dollars (although Letters of Credit issued under the Swing Line may also be in US Dollars). Concurrently with the related LOC Documents. The issuance and expiry date delivery of each a Notice of Borrowing requesting a Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 under the Revolving Facility or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shallUnsecured Facility, as of the Closing Datecase may be, be deemed the Borrower shall execute and deliver to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.the

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTEEN MILLION DOLLARS ($37,500,00015,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve twenty-four (1224) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter that, subject to Section 2.3(k), Letters of CreditCredit may, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Xxxxx Fargo shall be the Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire consistent with customary practice at such time, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND THIRTY MILLION DOLLARS ($37,500,00030,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 10,000 or such lesser other amount as approved agreed by the applicable Issuing LenderAdministrative Agent and the Borrower. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of CreditJPM Chase or Xxxxx Fargo Bank, and each Revolving Lender’s participation obligations in connection therewith, National Association shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shallissued after July 30, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement2009.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Credit-Linked Issuing Lenders Lender may reasonably require, during the Credit-Linked Commitment Period each the Credit-Linked Issuing Lender shall issue, and the Revolving Credit-Linked Lenders shall participate in, standby Credit-Linked Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Credit-Linked Issuing Lender; provided, however, that (i) the aggregate principal amount of Credit-Linked LOC Obligations shall not at any time exceed THIRTYthe lesser of (A) ONE HUNDRED TWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000125,000,000) (as reduced from time to time in accordance with the terms of Section 2.5(d)(ii) or Section 2.8(a), the “Credit-Linked LOC Committed Amount”)) and (B) the principal amount of the Credit-Linked Deposit, (ii) with regard to each Credit-Linked Lender individually, (A) the sum of such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the outstanding Credit-Linked LOC Obligations shall not exceed such Credit-Linked Lender’s Credit-Linked Deposit and (B) the sum of such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the aggregate principal amount of the outstanding Term Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed such Credit-Linked Lender’s Credit-Linked Commitment, (iii) with regard to the Credit-Linked Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Term Loans plus the aggregate principal amount of outstanding Credit-Linked LOC Obligations shall not at any time exceed the Revolving Credit-Linked Committed Amount then in effect, (iv) no Credit-Linked Letter of Credit may be issued without the Administrative Agent confirming in writing to any Credit-Linked Issuing Lender (other than the Administrative Agent in its capacity as a Credit-Linked Issuing Lender) that, after giving effect to the issuance of such Credit-Linked Letter of Credit, the requirement set forth in clause (iii) no Issuing Lender will above shall be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimitsatisfied, (ivv) all Credit-Linked Letters of Credit shall be denominated in Dollars and (vvi) Credit-Linked Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of creditpurposes, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Credit-Linked Lenders, no Credit-Linked Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Credit-Linked Letters of Credit may be extended annually or periodically from time to time on at the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that (x) no Credit-Linked Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Credit-Linked Maturity DateDate and (y) if an Event of Default exists at the time such Credit-Linked Letter of Credit is to be extended, the Credit-Linked Issuing Lender may or, at the direction of Credit-Linked Lenders holding more than 50% of the Credit-Linked Commitments, the Credit-Linked Issuing Lender shall refuse to extend such Credit-Linked Letter of Credit, in which case such Credit-Linked Letter of Credit shall terminate at the end of the current term thereof. Each Credit-Linked Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Credit-Linked Letter of Credit shall be a Business Day. Each Letter Any Credit-Linked Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Credit-Linked Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, MILLION FIVE HUNDRED THOUSAND DOLLARS ($37,500,0007,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date. In the event and to the extent that the provisions of any LOC Document shall conflict with this Agreement, be deemed to have been issued as Letters the provisions of this Agreement shall govern. The Issuing Lender shall make any Letter of Credit issued hereunder and subject available to and governed by the terms of this AgreementBorrower at its office referred to in Section 9.2 or as otherwise agreed with the Borrower in connection with such issuance.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein and upon the agreements of the LOC Documentsother Lenders set forth in this Section 2.04, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Revolving Lenders shall participate inissuance by such Issuing Lender of, standby Letters of Credit for the account of the Borrower in Agreed Currencies from time to time upon request from the Amendment Effective Date until the date thirty days prior to latest scheduled Termination Date as any Borrower may request, in a form acceptable to the applicable such Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of the LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum Dollar Amount of the aggregate principal amount of outstanding Revolving Loans all Advances plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, Aggregate Commitment and (iii) no Issuing Lender will be required to issue the Dollar Amount of the LOC Obligations in respect of Letters of Credit in an aggregate amount in excess issued by any Issuing Lender shall not at any time exceed the LOC Commitment of such Issuing Lender’s . No Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for issue any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an if (x) the original expiry date of such Letter of Credit is more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that such Letter of Credit may be contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time period unless such Issuing Lender gives notice to time on the request beneficiary of the Borrower or by operation of the terms of the applicable such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no such Letter of Credit, as originally issued or as extended, shall have Credit has an expiry date extending beyond the date that is thirty five Business Days before the Termination Date; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Commitments of the Lenders other than Non- Extending Lenders (30including any replacement Lenders) days prior for the period following such Termination Date would be less than the LOC Obligations. No Issuing Lender shall be under any obligation to issue any Letter of Credit if the Maturity issuance of such Letter of Credit would violate any applicable laws, rules, regulations or orders or any generally applicable policy of such Issuing Lender, including, without limitation, any order, judgment or decree of any government authority or arbitrator that by its terms purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender that prohibits, or requests that such Issuing Lender refrain from the issuance of letters of credit generally or such Letter of Credit in particular or that imposes upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment Effective Date, or that imposes upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it. Each Letter of Credit shall be a standby letter of credit and shall comply with the related LOC Documents. If requested by the Issuing Lender, the applicable Borrower also shall submit a letter of credit application on the Issuing Lender's standard form in connection with any request for a Letter of Credit. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit issued hereunder shall the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a minimum original face amount violation of $100,000 or such lesser amount as approved any Sanctions by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of any party to this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, Documents and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the applicable Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”10,000,000), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an expiry date extending beyond one month prior to the Revolving Loan Maturity Date. Each Letter of Credit issued hereunder shall be in a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Creditinsurance obligations), and each Revolving Lender’s participation obligations in connection therewithcontingent or otherwise, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementBorrower.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed AmountSublimit”), (ii) the sum of the aggregate principal amount of outstanding with regard to each Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Lender individually, such Lender’s Revolving Exposure shall not at any time exceed such Lender’s Commitment, (iii) with regard to the Revolving Lenders collectively, the Aggregate Revolving Exposure shall not exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of creditpurposes, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon in writing by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as is approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect Issuing Lender shall not at any time be obligated to issue any Letter of each Existing Credit hereunder if (1) such issuance violates any order, judgment or decree of any Governmental Authority that by its terms enjoins or restrains the issuance of such Letter of Credit, and each Revolving (2) any Applicable Law applicable to the Issuing Lender, the Administrative Agent or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally, (3) such Letter of Credit in particular shall impose upon it or any Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender or any Lender is not otherwise compensated), or any unreimbursed loss, cost or expense which was not applicable or in effect as of the Closing Date or (4) any Lender is at such time a Defaulting Lender, unless the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate the Issuing Lender’s participation obligations in connection therewith, risk with respect to such Lender’s LOC Obligations. Xxxxx Fargo shall be governed by the terms Issuing Lender on all Letters of this Credit Agreementissued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as “Letters of Credit Credit” hereunder and subject to and governed by the terms and conditions of this Credit Agreement.

Issuance. Subject to the terms and conditions hereof, the Issuers will, jointly and severally, issue and sell to the Purchasers, and the Purchasers will purchase from the Issuers, Notes in an aggregate principal amount not to exceed the Aggregate Note Purchase Commitment of $55,000,000. The Issuers will, jointly and severally, issue and sell to each of the Purchasers and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the LOC Note Parties contained herein and of the Note Parties and their Subsidiaries contained in the other Note Documents, if anyand subject to satisfaction of the conditions specified in Section 2, the Purchasers will purchase from the Issuers, on the Closing Date, Notes in an aggregate amount equal to the lesser of (x) $38,000,000 and any other (y) the amount permitted in the Interim Order. On each Note Purchase Date thereafter, which shall occur no more frequently than one time in each calendar week, the Issuers will, jointly and severally, issue and sell to each of the Purchasers and, subject to the terms and conditions which hereof and in reliance upon the Issuing Lenders may reasonably require, during representations and warranties of the Commitment Period each Issuing Lender shall issueNote Parties contained herein and of the Note Parties and their Subsidiaries contained in the other Note Documents, and the Revolving Lenders shall participate in, Letters of Credit for the account subject to satisfaction of the Borrower conditions specified in Section 2, the Purchasers will purchase from time to time upon request in a form acceptable to the applicable Issuing Lender; providedIssuers, howeveron such Note Purchase Date, that (i) the an aggregate principal amount of LOC Obligations Notes equal to the least of (x) the amount specified in the related Notice of Note Purchase Request, (y) the amount permitted by the Order and (z) the amount specified in the Approved Budget. Each Purchaser’s obligation to purchase Notes on the Closing Date and each Note Purchase Date shall be several and not at joint and shall equal such Purchaser’s Commitment Percentage of the Notes to be purchased on such date. The Note Parties and the Purchasers agree that the values ascribed to the Notes (which values shall be used by the Note Parties and the Purchasers, as well as any time exceed THIRTY-SEVEN MILLIONsubsequent holder of any of the Securities, FIVE HUNDRED THOUSAND DOLLARS for all purposes, including the preparation of tax returns) shall be the face amount of such Notes ($37,500,000) whether evidenced on actual Notes or as set forth on the Register as evidence of the Obligations). The Notes issued on the Closing Date shall be specified as the A-1 Notes, and the Notes issued on each subsequent Note Purchase Date shall be numbered sequentially (the “LOC Committed Amount”X-0, X-0, etc...), (ii) the sum and each of the aggregate principal amount series of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit Notes shall have an original expiry date more identical terms and the same treatment (pari passu) hereunder other than twelve (12) months from the having a different date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Revolving Issuing Lenders Lender may reasonably require, during the Revolving Commitment Period each the Revolving Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Revolving Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Revolving Issuing Lender; provided, however, that (i) the aggregate principal amount of Revolving LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “Revolving LOC Committed Amount”), (ii) with regard to each Revolving Lender individually, the sum of such Revolving Lender’s Revolving Commitment Percentage of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding Revolving LOC Obligations shall not exceed such Revolving Lender’s Revolving Commitment, (iii) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding Revolving LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Revolving Letters of Credit shall be denominated in Dollars and (v) Revolving Letters of Credit shall may be issued for any lawful corporate purposes and may be issued as standby letters of creditpurposes, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Revolving Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Revolving Letters of Credit hereunder, the expiry dates of Revolving Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Revolving Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Revolving Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Maturity Revolving Commitment Termination Date. Each Revolving Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Revolving Letter of Credit shall be a Business Day. Each Any Revolving Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Revolving Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations plus the Foreign Currency Reserve shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or a Foreign Currency, (iv) the aggregate principal amount of outstanding Revolving Loans denominated in a Foreign Currency, together with the outstanding LOC Obligations with respect to Letters of Credit denominated in a Foreign Currency, shall not exceed the Foreign Currency Sublimit and (v) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon in writing by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended by the terms thereof automatically and annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The BorrowerCompany’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which that the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the U.S. Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company and its Subsidiaries from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed Amount”), (ii) with regard to the sum of U.S. Revolving Lenders collectively, the aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) of the outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Aggregate U.S. Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars or in Foreign Currencies and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all of the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that unless agreed upon by all of the Lenders, no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by may be agreed upon between the applicable Company and the Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($37,500,0002,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably requiresubmission of a Letter of Credit application in customary form, during the Commitment Letter of Credit Availability Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; providedPROVIDED, howeverHOWEVER, that (iA) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “"LOC Committed Amount”COMMITTED AMOUNT"), (iiB) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding PLUS LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount Commitment then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (ivC) all Letters of Credit shall be denominated in Dollars dollars and (vD) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; providedPROVIDED, furtherFURTHER, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each First Union shall be the Issuing Lender on all Letters of Credit. Any Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser other amount as approved may be agreed to by the applicable Issuing Lender. The Lender and the Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Aggregate Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall severally participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE TWO HUNDRED THOUSAND MILLION DOLLARS ($37,500,000) (200,000,000), as such amount may be reduced from time to time in accordance with the “LOC Committed Amount”)terms of the Third Amendment and Section 2.24 hereof, (ii) the sum of the aggregate principal amount Dollar Amount (determined as of outstanding the most recent Revaluation Date) of Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations plus Competitive Loans shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue the aggregate stated amount of outstanding Letters of Credit in issued by an aggregate amount in excess Issuing Lender shall not exceed the Commitment of such Issuing Lender’s Issuing Lender Sublimit, in its capacity as a Lender, (iv) a JLA Issuing Lender (as defined below) shall not be obligated to issue any Letter of Credit if, after giving effect to such issuance, the aggregate stated amount of outstanding Letters of Credit issued by such JLA Issuing Lender would exceed one-fifth of the aggregate amount of all LOC Commitments, (v) all Letters of Credit shall be denominated in Dollars or Foreign Currencies, (vi) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit and (vvii) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Maturity Date (any such Letter of Credit being referred to as an “Extended Letter of Credit, ”) so long as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) Borrower delivers to the Administrative Agent for the benefit of the applicable Issuing Lender no later than 30 days prior to the Maturity Date, Cash Collateral for such Letter of Credit for deposit into a cash collateral account in respect of such Letter of Credit in an amount equal to the amount available to be drawn by a beneficiary under such Letter of Credit at such time of determination; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum stated amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (c) and (d), as applicable, with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. If requested by an Issuing Lender, the Borrowers shall submit a letter of credit application in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount Dollar Amount of $100,000 or such lesser amount Dollar Amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as As of the Closing Date, Xxxxx Fargo and Bank of America, N.A. are the Issuing Lenders with respect to Domestic Letters of Credit. As of the First Amendment Effective Date, Xxxxx Fargo, Bank of America, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch and The Bank of Nova Scotia (collectively, the “JLA Issuing Lenders”) are the Issuing Lenders with respect to Domestic Letters of Credit. Xxxxx Fargo and any Discretionary Issuing Lender may be an Issuing Lender for any Foreign Letters of Credit issued on or after the Closing Date. The parties hereto agree that the Existing Letters of Credit shall be deemed to have been issued as be Letters of Credit hereunder and subject to and governed by the terms for all purposes of this Agreement.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit (each such letter of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply together with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Revolving Lender’s participation obligations in connection therewithCredit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (x) the LC Obligations shall not exceed the LC Commitment, (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer at any time shall not exceed such LC Issuer's LC Issuer Sublimit, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date, the Borrower shall deliver to the Agent cash, to be governed held by the terms Agent, for the benefit of this Credit Agreementthe LC Issuers and the Lenders, in the Facility LC Collateral Account as security for the LC Obligations in respect of subsequent drawings under all then outstanding Facility LCs in an amount equal (when aggregated with all other Cash Collateral in the Facility LC Collateral Account) to the Minimum Collateral Amount (which cash will be invested pursuant to the requirements of Section 2.20.11), pursuant to documentation in form and substance reasonably satisfactory to the Agent. The Existing Letters If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of Credit shalltermination is given by the applicable LC Issuer with respect to such Facility LC, such LC Issuer shall timely give notice of termination if (i) as of the close of business on the seventeenth (17th) day prior to the last day upon which such LC Issuer's notice of termination may be given to the beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date referred to in clause (x) above. As of the Closing Date, be deemed to have been issued as each of the Existing Letters of Credit hereunder and subject to and governed by the terms shall constitute, for all purposes of this AgreementAgreement and the other Loan Documents, a Facility LC issued and outstanding hereunder.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject In reliance upon the other Lenders’ obligation to participate therein, and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE the lesser of (A) ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) and (B) the Revolving Committed Amount (the “LOC Committed Amount”), (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including including, without limitation, in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lendersapplicable Issuing Lender and the Administrative Agent, no Letter of Credit shall have an original expiry date more than twelve (12) months from beyond the date of issuanceTermination Date; provided, however, the expiry date of Letters of Credit may be extended from time to time by operation of the terms of the applicable Letter of Credit, and so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionBorrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Termination Date unless the Borrower shall have established a cash collateral account in favor of the Agent for the benefit of the Lenders and deposited therein cash and cash equivalents satisfactory to the Maturity Administrative Agent in a sufficient amount to adequately secure the LOC Obligations which extend beyond the Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which that the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Borrowers from time to time upon request by the Parent Borrower in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Parent Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents; provided, however, to the extent there is any discrepancy between a provision of any LOC Document and a provision of this Agreement, the provision of this Agreement shall govern the subject matter thereof. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Wachovia shall be the Issuing Lender on all Letters of Credit. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued hereunder shall be in a minimum original face amount pursuant hereto as “Letters of $100,000 or such lesser amount as approved by the applicable Issuing Lender. Credit.” The Borrower’s Reimbursement Obligations Borrowers’ reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower Borrowers from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTYFORTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00045,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate business purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise permitted in Section 2.3(k) or as expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Borrowers or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date (the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Borrowers’ Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Citizens shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during the Commitment Period each or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Credit Agreement), an Issuing Lender Lender, as applicable, shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the applicable Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, SIXTY FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”65,000,000), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Revolving Loan Maturity Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by insurance obligations), contingent or otherwise, of the applicable Issuing Lender. The Borrower’s Reimbursement Obligations Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by comply with the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or a Foreign Currency and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days Business Days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by acceptable to the applicable Issuing LenderLender and the Administrative Agent. The BorrowerCompany’s Reimbursement Obligations reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject In reliance upon the other Lenders’ obligation to participate therein, and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE the lesser of (A) ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) and (B) the Revolving Committed Amount (the “LOC Committed Amount”), (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including including, without limitation, in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lendersapplicable Issuing Lender and the Administrative Agent, no Letter of Credit shall have an original expiry date more than twelve (12) months from beyond the date of issuanceTermination Date; provided, however, the expiry date of Letters of Credit may be extended from time to time by operation of the terms of the applicable Letter of Credit, and so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionBorrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Termination Date unless the Borrower shall have established a cash collateral account in favor of the Agent for the benefit of the Lenders and deposited therein cash and cash equivalents satisfactory to the Maturity Administrative Agent in a sufficient amount to adequately secure the LOC Obligations which extend beyond the Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the applicable Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”5,000,000), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Revolving Loan Maturity Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by insurance obligations), contingent or otherwise, of the applicable Issuing Lender. The Borrower’s Reimbursement Obligations Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by comply with the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Credit Agreement), the Commitment Period each Issuing Lender shall issueagrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, from time to time upon request, in its reasonable discretion, to issue (from the Effective Date to the Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the Revolving Lenders LOC Participants shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing LenderBorrower; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Amount. The Issuing Lender will be required to issue Letters may require the issuance and expiry date of each Letter of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters to be a Business Day. Each Letter of Credit shall be denominated either (A) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries, or (B) a commercial letter of credit in Dollars and (v) Letters respect of Credit shall be issued for the purchase of goods or services by the Borrower or any lawful corporate purposes and may be issued as standby letters of credit, including its Subsidiaries in connection with workers’ compensation and other insurance programs and commercial letters the ordinary course of creditbusiness. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire which are not inconsistent with this Agreement, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and Dollars, (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial letters (v) no Letter of creditCredit shall be issued after the occurrence and during the continuance of a Default or an Event of Default. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that except as otherwise set forth in clause (k) hereof, no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days Business Days prior to the Maturity Date (the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000, or such lesser amount as approved by the applicable Issuing Lender. The BorrowerCompany’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement. Xxxxx Fargo shall be the Issuing Lender on all Letters of Credit Agreementissued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions of an administrative nature which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby or trade Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, TWENTY FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit (other than Existing Letters of Credit, which may be denominated in Dollars or Pounds Sterling) shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes of the Borrower or any of its Subsidiaries and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 100,000. Wachovia shall be the Issuing Lender on all Letters of Credit issued on or such lesser amount as approved by after the applicable Issuing LenderClosing Date. The Borrower’s Reimbursement Obligations 's reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s 's participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by HUMBL, Inc., a Delaware corporation, its successors and assigns (“Company”), Bxxxx Xxxxxxxxxxx Xxxxxxxx and Txxxx Xxxxxxxx Xxxxxxxx, Trustees of the Strider Lir Trust dated December 22, 2016, their successors and/or registered assigns (“Investor”), are hereby granted the right to purchase at any time on or after the Bifurcation Date (as defined below) until May 13, 2023 (the “Expiration Date”), 660,000 fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.00001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions hereof and of the LOC Documentsthis Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is issued as of June 24, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) 2021 (the “LOC Committed AmountBifurcation Date”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit but shall be denominated in Dollars and (v) Letters of Credit shall be issued deemed for any lawful corporate all purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued on May 13, 2021 (the “Issue Date”). This Warrant is issued pursuant to that certain Bifurcation Agreement dated June 24, 2021 (the “Bifurcation Agreement”), as Letters the same may be amended from time to time, by and between Company and Investor, pursuant to which Company and Investor agreed to bifurcate that certain Warrant to Purchase Shares of Credit hereunder and subject Common Stock previously issued on the Issue Date by Company in favor of Investor (the “Original Warrant”). The Original Warrant was originally issued pursuant to and governed by the terms of that certain Securities Purchase Agreement dated May 13, 2021, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this Agreementreference. The purchase price for the Original Warrant was paid in full on the Issue Date. The purchase price for this Warrant shall be deemed to be paid in full as of the same date.

Issuance. Subject to Section 2.3(c) and (h) and the other terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Extending Lender Maturity Date, the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving LOC Committed Amount (other than in connection with a reduction of the LOC Committed Amount pursuant to the definition thereof, but only if such excess has been cash collateralized in accordance with the terms hereof), (ii) the Advances Outstanding shall not at any time exceed the aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit the Advances Outstanding in an aggregate amount in excess of such Issuing Lender’s Issuing Lender SublimitAlternative Currencies shall not exceed the Alternative Currency Sub Limit, (iv) all Letters of Credit shall be denominated issued in Dollars or in an Alternative Currency (without limiting the provisions of Section 2.3(h), Letters of Credit issued in Dollars shall only be issued for the account of the Initial Borrower and Letters of Credit issued in Alternative Currencies shall be issued for the account of any Borrower) and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except for the Existing Letters of Credit or as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the applicable Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the then current date of extensionexpiry; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty one month prior to the Extending Lender Maturity Date (30except to the extent it is cash collateralized as provided herein). Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than 180 days from the date of issuance. With respect to any Letter of Credit outstanding on March 12, 2010 and expiring after March 13, 2010, the Borrower shall deposit cash collateral with the Issuing Lender on March 13, 2010 in an amount equal to 103% of the stated and undrawn amount of such Letter of Credit and in the Currency in which such Letter of Credit was issued; provided, however, that, notwithstanding the foregoing, the Borrower shall not be obligated to cash collateralize such Letter of Credit to the extent that (w) the Extending Event has occurred, (x) an Event of Default is not in existence on March 13, 2010 and (y) the Advances Outstanding of the Extending Lenders would not exceed the Committed Amount on March 13, 2010, after giving effect to the termination of the Commitments of the Non-Extending Lenders. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is one month prior to March 31, 2012 if the Extending Event has occurred provided that the Borrower deposits cash collateral (30 days prior to March 31, 2012) with the Maturity DateIssuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit and in the Currency in which such Letter of Credit was issued. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Except for the Existing Letters of Credit, any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 25,000. Notwithstanding the foregoing or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms any other provision of this Agreement, the Issuing Lender shall have no obligation to issue any Letter of Credit if a default of any Lender’s obligations to fund under this Section 2.3 exists or any Lender is at such time an Impacted Lender, unless the Issuing Lender has entered into cash collateral arrangements or other arrangements with the applicable Borrower or any other party which are satisfactory to the Issuing Lender in its sole and absolute discretion to eliminate the Issuing Lender’s risk with respect to such Impacted Lender. Any requirement imposed on the applicable Borrower to provide cash collateral hereunder shall be expressly permitted, notwithstanding any negative pledge or other restriction elsewhere in this Agreement or any other Credit Document.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Bank may reasonably require, during the Commitment Period each Issuing Lender shall issue, Bank will issue and the Revolving Lenders shall Banks will participate inin the issuance by the Issuing Bank from time to time, of such Letters of Credit for from the account of Closing Date until the Termination Date as the Borrower from time to time upon may request in a customary form reasonably acceptable to the applicable Issuing LenderBank; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount with regard to each Bank individually, each such Bank's pro rata share of outstanding Revolving Loans plus LOC Obligations shall not at any time exceed such Bank's Commitment Percentage of the aggregate principal amount Revolving Committed Amount, (iii) the sum of outstanding Revolving Loans plus LOC Obligations shall not at any time exceed the lesser of the aggregate Revolving Committed Amount then in effector the Borrowing Base, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, and (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued solely in the ordinary course of business for any lawful corporate purposes and may be issued as standby letters the benefit of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditthe Borrower. Except as otherwise expressly agreed upon by all the Revolving LendersBanks, no Letter standby Letters of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance and no documentary Letters of Credit shall have an original expiry date more than 180 days following the date of issuance; , provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, Credit as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Termination Date the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE TWO HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,000250,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Advances Outstanding shall not at any time exceed the Revolving aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated issued in Dollars Dollars, and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except for the Existing Letters of Credit or as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the then current date of extensionexpiry; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty one month prior to the Commitment Termination Date. Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than 180 days from the date of issuance. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is one month prior to the Commitment Termination Date provided that the Borrower deposits cash collateral (30) 30 days prior to the Maturity Commitment Termination Date) with the Issuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Except for the Existing Letters of Credit, any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement100,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the lesser of (A) the Revolving Committed Amount then in effectand (B) the Borrowing Base, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Revolving Commitment Termination Date unless the Borrower shall, at the time of issuance and until the expiry thereof, cash collateralize such Letter of Credit. For purposes hereof, "cash collateralize" means to pledge and deposit with or deliver to the Maturity DateAdministrative Agent, for the benefit of the Issuing Lender and the Lenders holding Revolving Commitments, as collateral for the LOC Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lender (which documents are hereby consented to by the Lenders holding Revolving Commitments). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders holding Revolving Commitments, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire consistent with customary practice at such time, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TWENTY MILLION DOLLARS ($37,500,00020,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 10,000 or such lesser other amount as approved agreed by the applicable Issuing LenderAdministrative Agent and the Borrower. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, JPM Chase shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower Borrowers (or a Subsidiary of the Company in accordance with clause (i) below) from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TWENTY MILLION DOLLARS ($37,500,00020,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(k), a Foreign Currency and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuanceissuance subject to automatic renewal by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionBorrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 25,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Borrowers’ Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Xxxxx Fargo shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to Upon the terms and conditions hereof and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of this Agreement until the date which is thirty days prior to the Final Maturity Date, to issue on behalf of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate inin their respective Percentage Shares, Letters of Credit for the account of the any Borrower and to renew, increase and extend such Letters of Credit. Letters of Credit shall be issued, renewed, increased or extended from time to time upon on any Business Day designated by the Borrower requesting such Letter of Credit following the receipt in accordance with the terms hereof by the Agent of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of such Borrower therefor and a Letter of Credit Application. Letters of Credit shall be issued in a form acceptable to such amounts as the applicable Issuing LenderBorrowers may request; provided, however, that the Agent shall not be obligated to issue, increase, extend, or renew any Letter of Credit if (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry expiration date which is subsequent to the Final Maturity Date, (ii) the Letter of Credit shall have an expiration date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to one year after the issuance of Letters of Credit hereunderthereof; provided that, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Agent for additional one-year periods, (iii) the Letter of Credit is in form and substance not acceptable to the Agent in its sole discretion, (iv) the Borrower requesting such Letter of Credit has not delivered to the Agent a date completed and executed Letter of Credit Application, (v) the Letter of Credit is not more than twelve governed by the Uniform Customs and Practice for Documentary Credits (121993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, (vi) months from after giving effect to the date issuance, increase, renewal, or extension of extension; provided, further, that no such Letter of Credit, as originally issued the L/C Exposure would exceed $2,500,000, or as extended, shall have an expiry date extending beyond the date that is thirty (30vii) days prior after giving effect to the Maturity Date. Each Letter issuance, increase, renewal, or extension of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, the sum of the L/C Exposure and each Revolving Lender’s participation obligations in connection therewiththe Loan Balance then outstanding, shall be governed by would exceed the lesser of (A) the aggregate Commitments and (B) the Borrowing Base. If the terms of this Credit Agreement. The Existing Letters any Letter of Credit shall, as of the Closing Date, be deemed Application referred to have been issued as Letters of Credit hereunder and subject to and governed by in this Section 2.3(b) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Lenders having a Revolving Lenders Commitment shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE ONE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,000150,000,000) (the “"LOC Committed Amount”COMMITTED AMOUNT"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding PLUS Swingline Loans PLUS LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving LendersIssuing Lenders and the Administrative Agent, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; providedPROVIDED, furtherFURTHER, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty five (305) days Business Days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter First Union shall be the Issuing Lender on all Letters of Credit issued hereunder shall on or after the Funding Date. All currently outstanding letters of credit issued by First Union for the account of the Borrower, its Subsidiaries, or any predecessor-in-interest of any of them, shall, as of the Funding Date, be in a minimum original face amount considered Letters of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, Credit issued and each Revolving Lender’s participation obligations in connection therewith, shall be governed by subject to the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions of this Agreement, Lender agrees to issue one or more standby letters of credit for the account of Borrower from time to time from the date hereof through the date that is five (5) business days prior to October 24, 2015; provided, however, that the outstanding Letter of Credit Liabilities shall not at any time exceed the least of: (a) Three Hundred Thousand and No/100 Dollars ($300,000.00); (b) an amount equal to $5,000,000.00 minus the outstanding borrowings under the Line of Credit; or (c) an amount equal to the LOC DocumentsBorrowing Base Amount minus the outstanding borrowings under the Line of Credit. Each Letter of Credit shall have an expiration date not to exceed three hundred sixty-five (365) days, if anyshall not have an expiration date beyond October 24, 2015, shall be payable in Dollars, shall have a minimum face amount of Fifty Thousand and No/100 Dollars ($50,000.00), must support a transaction that is entered into in the ordinary course of Borrower’s business, must be satisfactory in form and substance to Lender, will be subject to the payment of such Letter of Credit fees as Lender may require, and shall be issued pursuant to such documents and instruments executed by Borrower (including, without limitation, Lender’s form of Letter of Credit application as then in effect) as Lender may require. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any other terms obligations of, or is for the account of, a direct or indirect subsidiary of Borrower, Borrower shall be obligated to reimburse Lender hereunder for any and conditions which all drawings under such Letter of Credit. Borrower hereby acknowledges that the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, issuance of Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable any of its direct or indirect subsidiaries inures to the applicable Issuing Lender; providedbenefit of Borrower, howeverand that Borrower’s business derives substantial benefits from the businesses of such subsidiaries. For purposes of this Agreement, that (i) the term “Letter of Credit Liabilities” shall mean, at any time, the aggregate principal face amount of LOC Obligations shall not at all outstanding Letters of Credit, plus any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at amounts drawn under any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit for which Bank has not been fully reimbursed by Borrower (unless Lender, in an aggregate its sole discretion, has cleared the drawn amount, in which case the drawn amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no would not constitute a Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Liability). The Letter of Credit to a date not more than twelve (12) months from Liabilities are part of Borrower’s indebtedness and obligations hereunder. For purposes of this Agreement, the date of extension; provided, further, that no term “Letter of Credit, as originally ” shall mean any letter of credit issued by Bank for the account of or as extended, shall have an expiry date extending beyond at the date that is thirty (30) days prior direction of Borrower pursuant to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementsection.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the an Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by a Credit Party or conflict with any obligation of, during or detract from any action which may be taken by the Commitment Period Credit Parties or their Subsidiaries under this Agreement), each Issuing Lender shall from time to time upon request issue, in Dollars, and the Revolving Lenders LOC Participants shall participate in, letters of credit (the “Letters of Credit Credit”) for the account of the Borrower or any of its Subsidiaries, from time to time upon request the Effective Date until the earlier of (i) the Revolving Termination Date and (ii) May 1, 2011 if any Discount Notes remain outstanding on such date, in a form reasonably acceptable to the applicable Issuing Lender; provided, however, provided that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) 30,000,000 (the “LOC Committed Amount”), (ii) the sum aggregate amount of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Outstandings shall not at any time exceed the Revolving Committed Amount then in effect, and (iii) no Issuing Lender will be required with respect to issue Letters each individual LOC Participant, the LOC Participant’s outstanding Revolving Loans plus its Participation Interests in outstanding LOC Obligations plus its (other than the Swingline Lender) Participation Interests in outstanding Swingline Loans shall not exceed such LOC Participant’s Revolving Commitment Percentage of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsCommitted Amount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Revolving Termination Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by insurance obligations), contingent or otherwise, of the applicable Issuing Lender. The Borrower’s Reimbursement Obligations Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business; it being understood that any Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall Credit issued on behalf of a Foreign Subsidiary must be governed permitted by the terms of this Credit AgreementSection 7.06. The Existing Letters Each Letter of Credit shall, as of shall comply with the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Termination Date the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND SIXTY MILLION DOLLARS ($37,500,00060,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Advances Outstanding shall not at any time exceed the Revolving aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated issued in Dollars or in an Alternative Lending Currency and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial credit or as trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) 12 months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) 12 months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days 15 Business Days prior to the Maturity Commitment Termination Date. Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than 180 days from the date of issuance. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is 15 Business Days prior to the Commitment Termination Date provided that the Borrower deposits cash collateral with the Issuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions relating to the Borrower which the applicable Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by the Borrower or any of its Subsidiaries or conflict with any obligation of, during or detract from any action which may be taken by, the Commitment Period Borrower under this Credit Agreement), each Issuing Lender shall issueagrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, from time to time upon request, to issue (from the Restatement Effective Date to thirty days prior to the Revolving Maturity Date and in a form reasonably acceptable to such Issuing Lender), in Dollars or, to the extent specified by the Borrower in the applicable request for issuance, in one or more Alternative Currencies, and the Revolving Lenders Participants shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing LenderBorrower; provided, however, that that, after giving effect to the issuance (or drawdown or extension) of any Letter of Credit, (i) the aggregate principal amount of the Dollar Equivalent of LOC Obligations for such Issuing Lender shall not at any time exceed the LOC Committed Amount of such Issuing Lender, (ii) the aggregate amount of the Dollar Equivalent of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “aggregate LOC Committed Amount”)Amount for all Issuing Lenders, (iiiii) the sum of (A) the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount Dollar Equivalent of outstanding LOC Obligations Obligations, plus (B) the aggregate amount of the Dollar Equivalent of Revolving Loans outstanding, plus (C) the aggregate amount of Swing Line Loans outstanding shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, and (iv) all Letters the aggregate amount of Credit shall be the Dollar Equivalent of Revolving Loans and LOC Obligations denominated in Dollars and (v) Letters of Credit Alternative Currencies at any time shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all not exceed the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity DateForeign Currency Sublimit. Each Letter of Credit shall comply with Issuing Lender may require the related LOC Documents. The issuance and expiry date of each Letter of Credit shall issued by it to be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Creditinsurance obligations), and each Revolving Lender’s participation obligations in connection therewithcontingent or otherwise, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.Borrower or any of

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall agrees to issue, and each Revolving Lender severally agrees to participate in the Revolving Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of the Borrower in Dollars from time to time upon request from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FORTY MILLION DOLLARS ($37,500,00040,000,000) (the “LOC Committed AmountCOMMITTED AMOUNT”), ) and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditAmount. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that any such Letter of Credit may be contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time period unless the Issuing Lender gives notice to time on the request beneficiary of the Borrower or by operation of the terms of the applicable such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the Issuing Lender. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms For purposes of this Credit Agreement. The , the Existing Letters of Credit shall, as of the Closing Date, shall be deemed to have been issued as Letters of Credit hereunder and subject to and governed by on the terms of this AgreementClosing Date.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower (or for the account of a Subsidiary pursuant to Section 2.03(h)) from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTYTWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “LOC Committed Amount”), (ii) with regard to the sum of Revolving Lenders collectively, the aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) of the outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Aggregate Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or in any Foreign Currency and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation workers’compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Lenders with a Revolving LendersCommitment, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($37,500,0002,500,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein and upon the agreements of the LOC Documentsother Lenders set forth in this Section 2.04, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Revolving Lenders shall participate inissuance by the Issuing Lender of, standby Letters of Credit for the account of the Borrower in Agreed Currencies from time to time upon request from the Closing Date until the date thirty days prior to the Termination Date as any Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of the LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), Amount and (ii) the sum Dollar Amount of the aggregate principal amount of outstanding Revolving Loans all Advances plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Aggregate Commitment. The Issuing Lender will be required to shall not issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an if (x) the original expiry date of such Letter of Credit is more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that such Letter of Credit may be contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time period unless the Issuing Lender gives notice to time on the request beneficiary of the Borrower or by operation of the terms of the applicable such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no such Letter of Credit, as originally issued or as extended, shall have Credit has an expiry date extending beyond the date Termination Date. The Issuing Lender shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate any applicable laws, rules, regulations or orders or any generally applicable policy of the Issuing Lender, including, without limitation, any order, judgment or decree of any government authority or arbitrator that by its terms purports to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Lender that prohibits, or requests that the Issuing Lender refrain from the issuance of letters of credit generally or such Letter of Credit in particular or that imposes upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is thirty (30not otherwise compensated hereunder) days prior not in effect on the Closing Date, or that imposes upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to the Maturity Dateit. Each Letter of Credit shall be x xxxxxxx letter of credit and shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of -------- the LOC Documents, if any, and any other terms and conditions which the an Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by a Credit Party or conflict with any obligation of, during or detract from any action which may be taken by the Commitment Period Credit Parties or their Subsidiaries under this Agreement), each Issuing Lender shall from time to time upon request issue, in Dollars, and the Revolving Lenders LOC Participants shall participate in, letters of credit (the "Letters of Credit Credit") for the account of the Borrower or any of its ----------------- Subsidiaries, from time to time upon request the Effective Date until the Revolving Termination Date, in a form reasonably acceptable to the applicable Issuing Lender; provided, however, -------- ------- that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) 30,000,000 (the “"LOC Committed Amount”"), (ii) the sum aggregate amount -------------------- of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Outstandings shall not at any time exceed the Revolving Committed Amount then in effect, and (iii) no Issuing Lender will be required with respect to issue Letters each individual LOC Participant, the LOC Participant's outstanding Revolving Loans plus its Participation Interests in outstanding LOC Obligations plus its (other than the Swingline Lender) Participation Interests in outstanding Swingline Loans shall not exceed such LOC Participant's Revolving Commitment Percentage of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsCommitted Amount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Revolving Termination Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by insurance obligations), contingent or otherwise, of the applicable Issuing Lender. The Borrower’s Reimbursement Obligations Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business; it being understood that any Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall Credit issued on behalf of a Foreign Subsidiary must be governed permitted by the terms of this Credit AgreementSection 7.06. The Existing Letters Each Letter of Credit shall, as of shall comply with the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC ------------ Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or a Foreign Currency, (iv) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans that are Foreign Currency Loans, plus outstanding LOC Obligations with respect to Letters of Credit denominated in a Foreign Currency, shall not exceed $25,000,000 and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty fifteen (3015) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by acceptable to the applicable Issuing LenderLender and the Administrative Agent. The BorrowerCompany’s Reimbursement Obligations reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and any such other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issueissue Letters of Credit in Dollars, Available Foreign Currencies and Additional Foreign Currencies, and the Revolving Lenders shall participate in, in such Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lenderpurposes hereinafter set forth; provided, however, provided that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) with regard to the Lenders collectively, (A) the Dollar Amount (determined as of the most recent Determination Date) of the sum of Foreign Currency Loans plus LOC Obligations with respect to Letters of Credit denominated in Available Foreign Currencies and Additional Foreign Currencies shall not exceed $30,000,000 at any time, and (B) the aggregate principal amount Dollar Amount (determined as of outstanding the most recent Determination Date) of the Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, as changed from time to time, and (iii) with regard to each Lender individually, (A) the Dollar Amount (determined as of the most recent Determination Date) of such Lender's Revolving Commitment Percentage of the sum of Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations plus Foreign Currency Loans plus Swingline Loans shall not at any time exceed the such Lender's Revolving Committed Amount then and (B) the Dollar Amount (determined as of the most recent Determination Date) of such Lender's portion (including participation interests therein) of the sum of Foreign Currency Loans and LOC Obligations denominated in effect, (iii) no Issuing Lender will be required to issue Available Foreign Currencies and Additional Foreign Currencies shall not exceed such Lender's Foreign Currency Committed Amount. Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit issued hereunder shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall not have an original expiry date more than twelve (12) months one year from the date of issuance; providedissuance or extension, howevernor an expiry date, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, whether as originally issued or as extendedby extension, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsDocuments and shall be either (x) a standby letter of credit issued to support obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or, subject to subsection (f) below, of a Subsidiary of the Borrower, or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or, subject to subsection (f) below, a Subsidiary of the Borrower in the ordinary course of business. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Revolving Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTYTWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “"LOC Committed Amount”), ") and (ii) the sum of the aggregate principal amount of all outstanding Revolving Loans plus the aggregate principal amount of all outstanding LOC Obligations plus the aggregate amount of all outstanding Swing Line Loans plus the AAL Reserve shall not at any time exceed the lesser of (x) the Borrowing Base and (y) the aggregate Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Amount. Other than the Existing Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving LendersCredit, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, extended shall have an expiry date extending beyond the date Revolving Termination Date without the prior consent of the Agent and all Lenders, except that is thirty (30) days prior to the Maturity DateRevolving Termination Date a Letter of Credit may be issued or extended (including without limitation any extension of an Existing Letter of Credit) with an expiry date extending up to a maximum of one year beyond the Revolving Termination Date with the consent of the Issuing Lender if, and to the extent that, the Borrower shall provide cash collateral to the Issuing Lender on the Revolving Termination Date in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter In the case of a conflict in the terms of the LOC Documents and this Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of CreditAgreement, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementAgreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender Lenders shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FORTY MILLION DOLLARS ($37,500,00040,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, commercial letters of credit and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionextension (each, an "Auto-Extension Letter of Credit"); provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty three (303) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing LenderLender may agree. Xxxxx Fargo and/or Bank of America, N.A. shall be the Issuing Lender on all Letters of Credit issued on or after the Closing Date. The Borrower’s Reimbursement Issuing Lenders shall be under no obligation to issue any Letter of Credit if (a) any Lender is at such time a Defaulting Lender, unless the such Issuing Lender has entered into arrangements satisfactory to such Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender's risk with respect to such Lender's LOC Obligations, (b) the issuance of such Letter of Credit would result in the aggregate LOC Obligations in respect relating to Letters of each Existing Credit issued by such Issuing Lender exceeding such Issuing Lender's Issuing Lender Sublimit, (c) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, and each Revolving Lender’s participation obligations in connection therewithor any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, shall be governed by or written request that the terms Issuing Lender refrain from, the issuance of this Credit Agreement. The Existing Letters letters of credit generally or the Letter of Credit shallin particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, as of reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it or (d) the issuance of the Letter of Credit would violate one or more written policies of the Issuing Lender applicable to letters of credit generally. To the extent any Borrower requests an Auto-Extension Letter of Credit in any applicable Letter of Credit Application, such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Non-Extension Notice Date") in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have been issued as Letters authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit hereunder and subject at any time to and governed by an expiry date not later than the Letter of Credit expiration date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of this Agreementthe provisions of Section 2.4(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Issuance. Subject The shares of Restricted Stock granted under this Agreement shall be evidenced in such manner as the Company may deem appropriate, including issuance of one or more stock certificates or book-entry registration. Any stock certificate or book entry credit issued or entered in respect of the Restricted Stock shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Stock, substantially in the following form: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions hereof and (including forfeiture) of the LOC DocumentsWorld Fuel Services Corporation 2006 Omnibus Plan, if anyas amended and restated, and any other a Restricted Stock Grant Agreement, as well as the terms and conditions of applicable law. Copies of such Plan and Agreement are on file at the offices of World Fuel Services Corporation.” The stock certificates or book entry credits evidencing the shares of Restricted Stock and Remaining Shares (which shall also contain the Issuing Lenders may reasonably require, during legend set forth above) shall be held in the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account custody of the Borrower from time to time upon request in Company until the restrictions thereon shall have lapsed and, if requested by the Company, as a form acceptable condition of receiving the Restricted Stock, the Participant shall deliver to the applicable Issuing Lender; providedCompany a stock power, howeverendorsed in blank, that relating to such Restricted Stock. The Company shall remove the legend set forth above from the stock certificates or book entry credits evidencing the Restricted Stock or Remaining Shares upon the later of (i) vesting of the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), Restricted Stock pursuant to this Agreement and (ii) in the sum case of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunderRemaining Shares, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request last day of the Borrower Restricted Period. If and when the shares of Restricted Stock or by operation of the terms of the applicable Letter of Credit to a date not more than twelve Remaining Shares (12as applicable) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by are forfeited under the terms of this Agreement, the Company shall cancel the stock certificates or book entry credits related to such shares of Restricted Stock or Remaining Shares (as applicable). Notwithstanding the foregoing, the Company shall be entitled to hold the Restricted Stock until the Company shall have received from the Participant a duly executed Form W-9 or W-8, as applicable.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Termination Date the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, provided that (i) the aggregate principal amount Outstanding Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Advances Outstanding shall not at any time exceed the Revolving aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters the Outstanding Amount of Credit Loans and LOC Obligations denominated in an aggregate amount in excess of such Issuing Lender’s Issuing Lender SublimitAlternative Lending Currencies shall not at any given time exceed the Alternative Lending Currency Sub-Limit, (iv) all Letters of Credit shall be denominated issued in Dollars or in an Alternative Lending Currency and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial credit or as trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, provided that so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty fifteen (3015) days Business Days prior to the Maturity Commitment Termination Date. Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than one hundred eighty (180) days from the date of issuance. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is fifteen (15) Business Days prior to the Commitment Termination Date; provided that the Borrower deposits cash collateral with the Issuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit25,000, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreementon a Dollar Equivalent basis. The Existing Letters of Credit shall, as of the Closing Date, shall be deemed to have been issued as Letters of Credit hereunder on the Closing Date, and subject to and governed by the terms of this Agreementno request for issuance thereof need be made.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations plus the Foreign Currency Reserve shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or a Foreign Currency, (iv) [reserved] and (v) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon in writing by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended by the terms thereof automatically and annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The BorrowerCompany’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of hereof, the LOC Documents, if any, and any other terms and conditions which Lenders -------- will participate (i) in the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Existing Letters of Credit for and (ii) in the account of issuance by the Borrower Issuing Lender from time to time upon of such standby and trade Letters of Credit from the Restatement Date until the Maturity Date as the Borrower may request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) -------- ------- the aggregate principal amount of LOC Obligations outstanding shall not at any time exceed THIRTYTWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “"LOC Committed Amount”), ") and (ii) in no event shall -------------------- the sum of the aggregate principal amount of outstanding Revolving Loans outstanding plus the aggregate principal amount of Swingline Loans outstanding plus LOC ---- Obligations shall not at any time outstanding plus Competitive Loans outstanding exceed the Revolving ---- Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditAmount. Except as otherwise expressly agreed upon by all the Revolving Lenders, no standby Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as issuance and no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable trade Letter of Credit to a shall have an original expiry date not more than twelve (12) months from 90 days following the date of extensionissuance thereof; provided, further, that no Letter of Credit, as originally issued or as -------- ------- extended, shall have an expiry date extending beyond the date Maturity Date except ------ that is thirty (30) days prior to the Maturity DateDate a Letter of Credit may be issued or extended ---- with an expiry date extending beyond the Maturity Date if, and to the extent that, the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each The obligation of the Issuing Lender to issue any Letter of Credit shall comply be conditioned upon delivery to the Issuing Lender of the Issuing Lender's customary application for a letter of credit, containing information necessary to issue the Letter of Credit. If such application form contains any terms or conditions, such terms or conditions (other than any terms or conditions contained in any application for a trade Letter of Credit regarding any lien or security interest of the Issuing Lender in goods to be purchased with the related LOC Documentsuse of such Letter of Credit) shall have no force and effect, it being understood by the parties hereto that the issuance and payment of Letters of Credit, and all other matters between the Issuing Lender and the Lenders and the Borrower with respect to Letters of Credit and the credit relationship of the Issuing Lender and the Lenders and the Borrower shall be governed exclusively by this Agreement and applicable law. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) (the "LOC Committed Amount"), (ii) the sum of the aggregate amount of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars Dollars, and (viv) Letters of Credit shall be issued for any lawful corporate purposes a purpose described in Section 1.6 and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial credit or trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days fifth day prior to the Maturity Revolving Credit Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The All Existing Letters of Credit shall, as of the Closing Date, shall be deemed to have been issued as Letters of Credit hereunder pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms of this Agreementand conditions hereof.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders relevant L/C Issuer may reasonably require, during the Commitment Period each Issuing Lender applicable L/C Issuer shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to by the applicable Issuing LenderBorrower issue, and the Lenders shall participate in, letters of credit (the “Letters of Credit”) for the account of the Borrower; provided, however, that (iA) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum Letter of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Credit Obligations shall not at any time exceed the Revolving Committed Amount then in effectLetter of Credit Sublimit, (iiiB) no Issuing Lender will be required the sum of the aggregate amount of Letter of Credit Obligations outstanding plus the aggregate amount of Loans outstanding shall not exceed the Aggregate Commitment, (C) with respect to issue each individual Lender, the Lender’s outstanding Revolving Loans plus its Commitment Percentage of Swing Line Loans plus its Commitment Percentage of outstanding Letter of Credit Obligations shall not exceed such Lender’s Revolving Loan Commitment, (D) the aggregate amount of Letter of Credit Obligations in respect of Letters of Credit in an issued by any L/C Issuer shall not at any time exceed such LC Issuer’s L/C Issuer Limit and (E) the aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters Letter of Credit Obligations having a maturity beyond any Maturity Date shall not at any time exceed the Aggregate Commitment of Lenders having a later Maturity Date unless otherwise agreed by the applicable L/C Issuer. Each request by the Borrower for the issuance of a Letter of Credit shall be denominated deemed to be a representation by the Borrower that the Credit Extension with respect to such requested Letter of Credit complies with the conditions set forth in Dollars and (v) Letters the proviso to the preceding sentence. Each Letter of Credit shall be a standby letter of credit issued for to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditits Subsidiaries. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Each Letter of Credit shall have an original expiry date more a stated term not later than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days 10 Business Days prior to the latest Maturity DateDate unless otherwise agreed by the applicable L/C Issuer, and the participations of each Lender as set forth in Section 2.9(f) shall in any event terminate on the Maturity Date applicable to such Lender. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) (A) the aggregate principal amount of all LOC Obligations with respect to Financial Letters of Credit shall not at any time exceed THIRTY-SEVEN MILLION, FIVE ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) and (B) the aggregate amount of all LOC Obligations (including Performance Letters of Credit and all other Letters of Credit) shall not at any time exceed THREE HUNDRED MILLION DOLLARS ($300,000,000) (as increased from time to time as provided in Section 2.1(f) and as such aggregate maximum amount may be reduced from time to time as provided in Section 2.6, the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving ​ Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(j), in a Foreign Currency and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters programs. If requested by the Issuing Lender, the Borrower shall submit a letter of creditcredit application on such Issuing Lender's standard form in connection with any request for a Letter of Credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve thirty-six (1236) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve eighteen (1218) months from the date of extension; provided, further, that no for any Letter of Credit, as originally issued or as extended, shall have Credit with an expiry date extending beyond the date that is thirty (30) days Maturity Date, the Borrower shall provide cash collateral for the benefit of the applicable Issuing Lender on or prior to the date of issuance or renewal (or, if applicable, the date the Maturity DateDate moves inside the date of expiry) in an amount as shall be agreed to by the Borrower and the Issuing Lender and pursuant to documentation satisfactory to such Issuing Lender. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The Issuing Lender shall be under no obligation to issue any Letter of Credit if (i) any Lender is at such time a Defaulting Lender and the reallocation described in Section 2.21(a)(iv) cannot be completely effected, unless the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender’s LOC Obligations, or (ii) in the case of each of Xxxxx Fargo, Bank of America, N.A. and JPMorgan Chase Bank, N.A., after giving effect to such Letter of Credit, the aggregate LOC Obligations in respect of all Letters of Credit issued by such Issuing Lender shall exceed $100,000,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire consistent with customary practice at such time, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “"LOC Committed Amount”COMMITTED AMOUNT"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding PLUS Swingline Loans PLUS LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, furtherFURTHER, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser other amount as approved agreed by the applicable Issuing LenderAdministrative Agent and the Borrower. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, First Union shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower BorrowerBorrowers from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTYFORTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00045,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate business purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise permitted in Section 2.3(k) or as expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower BorrowerBorrowers or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date (the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Borrower’sBorrowers’ Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Citizens shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject In reliance upon the other Revolving Lenders’ obligation to participate therein, and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE the lesser of (A) ONE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,000150,000,000) and (B) the Revolving Committed Amount (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lendersapplicable Issuing Lender and the Administrative Agent, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuancebeyond one-year; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionCredit; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Maturity Date unless the Borrower shall have established a cash collateral account in favor of the Agent for the benefit of the Revolving Lenders and deposited therein cash and Cash Equivalents in a sufficient amount to adequately secure the LOC Obligations which extend beyond the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement100,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the an Issuing Lenders Lender may reasonably require, during the Commitment Period each such Issuing Lender shall issueissue (in the case of trade Letters of Credit, subject to the Issuing Lender of such respective Letter of Credit and the Applicable Borrower agreeing on Trade Fronting Fees to be payable with respect thereto), and the Revolving Lenders shall participate in, trade or standby Letters of Credit for the account of the Applicable Borrower from time to time upon request by the Administrative Borrower in a form acceptable to the applicable such Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FORTY MILLION DOLLARS ($37,500,00040,000,000) (the “LOC Committed Amount”), (ii) the aggregate principal amount of outstanding Revolving Loans and Swingline Loans made to the Company plus the outstanding Company LOC Obligations shall not exceed $200,000,000 at any time outstanding, (iii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the lesser of (A) the Revolving Committed Amount then in effect, and (iiiB) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimitthe Working Capital Amount, (iv) all Letters of Credit shall be denominated in Dollars and shall be issued on a sight basis only and (v) Letters of Credit shall be issued for any lawful corporate purposes of the Applicable Borrower and its Subsidiaries and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to of the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Administrative Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty five (305) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder Notwithstanding anything to the contrary contained in this Agreement, in the event that a Lender is a Defaulting Lender, no Issuing Lender shall be in a minimum original face amount of $100,000 required to issue, renew, extend or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing amend any Letter of Credit, unless such Issuing Lender has entered into arrangements with one or more Borrowers satisfactory to it and the Administrative Borrower to eliminate such Issuing Lender’s risk with respect to each Revolving Defaulting Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shallissued by such Issuing Lender (which arrangements are hereby consented to by the Lenders), as including by a Borrower cash collateralizing each Defaulting Lender’s Revolving Commitment Percentage of the Closing Date, be deemed LOC Obligations with respect to have been issued as such Letters of Credit hereunder and subject (such arrangements, the “Letter of Credit Back-Stop Arrangements”). Unless otherwise agreed, Deutsche Bank shall be the Issuing Lender on all Letters of Credit issued on or after the Effective Date; provided, however, to and governed the extent Deutsche Bank (or an affiliate therof) shall be unable to provide any Letter of Credit requested by a Borrower, any other Issuing Lender may serve as the terms Issuing Lender for such Letter of this AgreementCredit.

Issuance. Subject to and in accordance with the terms and conditions of the Agreement, Administrative Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's or a Subsidiary Credit Party's account, Letter of Credit Obligations by causing Letters of Credit to be issued by Administrative Agent or Co-Syndication Agents, a Subsidiary, agent or sub-agent thereof (each, an "L/C Issuer") for Borrower's or a Subsidiary Credit Party's account and each Revolving Lender shall, subject to the terms and conditions hereof and of the LOC Documentshereinafter set forth, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time purchase (or be deemed to time upon request have purchased) risk participations in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or more fully described in paragraph (b)(ii) below. Borrower, on behalf of itself and the other Credit Parties, acknowledges and confirms that the L/C Issuers have issued, and that there are outstanding as extendedof the Closing Date, shall have an expiry date extending beyond certain letters of credit under the date that is thirty DIP Credit Agreement (30as defined in the Plan of Reorganization) days prior to as set forth on Schedule 1.2 (the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each "Existing Letter Letters of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement"). The Such Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as be outstanding pursuant to the Agreement, and Borrower, on behalf of itself and the other Credit Parties hereby represents, warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently and irrevocably waives, and releases each L/C Issuer from any, to the extent arising on or prior to the Closing Date) defense, setoff, claim or counterclaim against each L/C Issuer in regard to any obligation in respect of the Existing Letters of Credit hereunder and subject (ii) reaffirms its obligations in respect of the Existing Letters of Credit in accordance with the terms and provisions of the Agreement and the other Credit Loan Documents. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Eight Hundred Million Dollars ($800,000,000) (the "L/C Sublimit"), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Loans and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Loans. No such Letter of Credit shall have an expiry date that is the earlier to and governed occur of (A) more than one year following the date of issuance thereof or (B) more than two (2) Business Days prior to the Stated Maturity Date, unless otherwise determined by the applicable L/C Issuer and Administrative Agent, each in its sole discretion (including with respect to customary evergreen provisions), and neither Administrative Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that does not meet the foregoing criteria. Upon the termination of the BofA L/C Facility, any letters of credit issued by any L/C Issuer which is also a Lender and outstanding under the BofA L/C Facility on such date (the "BofA Letters of Credit"), may, upon the request of Borrower as of such date and at the option of Administrative Agent, be deemed to be outstanding pursuant to the Agreement; so long as (i) Borrower complies with paragraph (f) below as if such BofA Letters of Credit were to be issued on the termination date of the BofA Facility, (ii) the conditions set forth in Section 2.2 are satisfied on the date of and after giving effect to such BofA Letters of Credit as if such BofA Letters of Credit were being issued on the termination date of the BofA L/C Facility and (iii) on the termination date of the BofA L/C Facility, Administrative Agent receives from Borrower a certificate of Borrower, on behalf of itself and the other Credit Parties, dated as of the date of the termination of the BofA L/C Facility certifying such matters as Administrative Agent may request, including that it represents, warrants, agrees, covenants and reaffirms that (A) it has no (and it permanently and irrevocably waives, and releases each L/C Issuer from any, to the extent arising on or prior to such date) defense, setoff, claim or counterclaim against each L/C Issuer in regard to any obligation in respect of the BofA Letters of Credit and (B) reaffirms its obligations in respect of the BofA Letters of Credit in accordance with the terms and provisions of this Agreementthe Agreement and the other Credit Loan Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty six (306) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to and upon the terms and conditions hereof and of the LOC Documentsherein set forth, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issueBank agrees, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on and after the request Effective Date and prior to the earlier of (i) the Borrower or by operation of the terms of the applicable Letter of Credit Maturity Date and (ii) the last day of the Revolving Credit Period, and upon request by any Borrower to it in accordance with the provisions of Section 3.02, to issue for the account of such Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a date not more than twelve form customarily used or otherwise approved by such Issuing Bank (12) months from together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the date of extension; provided, further, that no Letter “Letters of Credit”), as originally issued or as extendedprovided that, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each immediately after each such Letter of Credit shall comply is issued, the aggregate Revolving Credit Exposure outstanding with the related LOC Documentsrespect to such Borrower does not exceed its Sublimit. The issuance and expiry date Stated Amount of each Letter of Credit shall not be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of less than $100,000 or such lesser amount as approved may be acceptable to such Issuing Bank. For the avoidance of doubt, a Letter of Credit issued for the account of a Borrower may include a Letter of Credit issued for the account of such Borrower for the benefit of one or more of its Subsidiaries, provided that (a) such Subsidiary has provided all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and (b) a Letter of Credit issued for the account of Parent shall not include a Letter of Credit issued for the account of Spire Missouri or Spire Alabama, or any of their respective Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of a Subsidiary of a Borrower, such Borrower shall be obligated to reimburse the Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Bank hereunder for any and all drawings under such Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by . Each Borrower hereby acknowledges that the terms issuance of this Credit Agreement. The Existing Letters of Credit shallfor the benefit of its Subsidiaries inures to the benefit of such Borrower, as and that such Borrower’s business drives substantial benefits from the businesses of such Subsidiaries. Notwithstanding the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.foregoing:

Issuance. Subject The shares of Restricted Stock granted under this Agreement shall be evidenced in such manner as the Committee may deem appropriate, including issuance of one or more stock certificates or book-entry registration. Any stock certificate or book entry credit issued or entered in respect of the Restricted Stock shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Stock, substantially in the following form: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions hereof and (including forfeiture) of the LOC DocumentsWorld Fuel Services Corporation 2006 Omnibus Plan, if anyas amended and restated, and any other a Restricted Stock Grant Agreement, as well as the terms and conditions of applicable law. Copies of such Plan and Agreement are on file at the offices of World Fuel Services Corporation.” The stock certificates or book entry credits evidencing the shares of Restricted Stock and Remaining Shares (which shall also contain the Issuing Lenders may reasonably require, during legend set forth above) shall be held in the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account custody of the Borrower from time to time upon request in Company until the restrictions thereon shall have lapsed and, if requested by the Company, as a form acceptable condition of receiving the Restricted Stock, the Participant shall deliver to the applicable Issuing Lender; providedCompany a stock power, howeverendorsed in blank, that relating to such Restricted Stock. The Company shall remove the legend set forth above from the stock certificates or book entry credits evidencing the Restricted Stock or Remaining Shares upon the later of (i) vesting of the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), Restricted Stock pursuant to this Agreement and (ii) in the sum case of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunderRemaining Shares, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request last day of the Borrower Restricted Period. If and when the shares of Restricted Stock or by operation of the terms of the applicable Letter of Credit to a date not more than twelve Remaining Shares (12as applicable) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by are forfeited under the terms of this Agreement, the Company shall cancel the stock certificates or book entry credits related to such shares of Restricted Stock or Remaining Shares (as applicable). Notwithstanding the foregoing, the Company shall be entitled to hold the Restricted Stock until the Company shall have received from the Participant a duly executed Form W-9 or W-8, as applicable.

Issuance. (a) Subject to the terms and conditions hereof and hereof, the Issuing Bank on behalf of the LOC DocumentsRevolving Credit Lenders agrees to issue on any Business Day any Letter of Credit (or amendments thereof) requested by the Borrower during the period from the Closing Date until the date 60 days prior to the Tranche A and Revolver Termination Date; PROVIDED, if anyHOWEVER, and any other terms and conditions which that the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender Bank shall issue, and the Revolving Lenders shall participate in, Letters have no obligation to issue any such Letter of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (or amendments thereof) if (i) the aggregate principal amount of LOC Obligations Closing Date shall not have previously occurred, or (ii) such issuance would cause the aggregate amount outstanding at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters Outstanding to exceed $25,000,000. Each Letter of Credit shall be issued pursuant to a request, given not later than 12:00 noon., New York City time, on the fourth Business Day prior to the date of any proposed issuance, by the Borrower to the Agent, which shall give to the Issuing Bank and each Revolving Credit Lender prompt notice thereof by telecopy, telex or cable. Such request by the Borrower for any lawful corporate purposes the issuance of a Letter of Credit (or amendments thereof) shall be made by telephone, telecopy, telex or cable, confirmed immediately in writing if by telephone, in substantially the form of Exhibit I, together with a signed letter of credit application (including the related reimbursement agreement) on the Issuing Bank's then-standard form (or other form acceptable to the Issuing Bank and appropriate, in the sole opinion of the Issuing Bank, in the circumstances) (a "LETTER OF CREDIT REQUEST") duly executed by the Borrower and may be issued as standby letters cancelled by notice thereof prior to issuance of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no such Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; providedby telephone, howevertelecopy, so long as no Default telex or Event of Default has occurred and is continuing and subject cable, confirmed immediately in writing if by telephone, to the Issuing Bank and the Agent. Within the limits of each Revolving Credit Lender's Unused Revolving Credit Commitment and the other terms and conditions restrictions set forth herein, the Borrower's ability to request the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementfully revolving.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit in Dollars and in Available Foreign Currencies for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTYEIGHTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00085,000,000) (the “LOC Committed Amount”), (ii) with regard to the sum of Lenders collectively, the aggregate principal amount Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time shall not exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing with regard to each Lender will be required to issue Letters individually, the aggregate principal Dollar Amount (determined as of Credit in an aggregate amount in excess the most recent Determination Date) of such Issuing Lender’s Issuing Lender Sublimit, Revolving Commitment Percentage of Committed Obligations outstanding at any time shall not exceed such Lender’s Revolving Committed Amount; and (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty six (306) days Business Days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations Additionally, the Borrower and Bank of America, N.A. (as an Issuing Bank for these purposes) shall have the option to move letters of credit in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of existence on the Closing Date, be deemed to have been issued as without further consent from the Lenders, under this Credit Agreement and they shall become Letters of Credit hereunder and subject to and governed by the terms of this Agreementfor all purposes hereunder.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Applicable Borrower from time to time upon request by the Administrative Borrower in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed Amount”), (ii) the aggregate principal amount of outstanding Revolving Loans and Swingline Loans made to the Company plus the outstanding Company LOC Obligations shall not exceed $150,000,000 at any time outstanding, (iii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the lesser of (A) the Revolving Committed Amount then in effect, and (iiiB) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimitthe Borrowing Base, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes of the Applicable Borrower and its Subsidiaries and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Administrative Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty five (305) days Business Days prior to the Maturity DateDate for LOC Obligations. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 100,000. Unless otherwise agreed, Wachovia shall be the Issuing Lender on all Letters of Credit issued on or after the Closing Date; provided, however, to the extent Wachovia shall be unable to provide any Letter of Credit requested by a Borrower, either ING Bank N.V., London Branch or Deutsche Bank AG New York Branch may serve as the Issuing Lender for such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of -------- the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Revolving Lenders shall participate in, issuance by the Issuing Lender of Letters of Credit for the account of the Borrower in Dollars from time to time upon request from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations outstanding shall not at -------- ------- any time exceed THIRTYTWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “"LOC --- Committed Amount”"), (ii) with regard to the sum Lenders collectively, the ---------------- amount of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the lesser of (A) the Revolving Committed Amount then in effect, and (B) the Borrowing Base less the outstanding ---- Term Loan and (iii) no Issuing with regard to each Lender will be required to issue Letters of Credit in an aggregate individually, the amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters 's Revolving Commitment Percentage of Credit the sum of Revolving Loans plus LOC Obligations plus Swingline Loans outstanding shall be denominated in Dollars and (v) Letters not ---- ---- exceed such Lender's Revolving Commitment Percentage of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Committed Amount. No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms ---------------------------- -------- and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate on the Revolving Lenders shall participate interms set forth in this Section 2.2 in the issuance by the Issuing Lender of, standby and trade Letters of Credit for the account of the Borrower at sight and in Dollars from time to time upon request from the Closing Date until the Termination Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC -------- ------- Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TWENTY MILLION DOLLARS ($37,500,00020,000,000) (the “"LOC Committed Amount”), ") and (ii) the sum of the aggregate -------------------- principal amount of outstanding Revolving Loans Loans, plus the aggregate principal ---- amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as Amount. No standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Termination Date. No trade Letter of Credit shall (x) have an original expiry date that is thirty more than 180 days from the date of issuance or (30y) as originally issued or extended, have an expiry extending no more than 30 days prior to the Maturity Termination Date. Each Letter of Credit shall comply with or relate to, as applicable, the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “"LOC Committed Amount”COMMITTED AMOUNT"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding PLUS Swingline Loans PLUS LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; providedPROVIDED, furtherFURTHER, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.Any

Issuance. Subject to the terms and conditions hereof and in -------- reliance upon the agreements of the LOC Documentsother Banks set forth in Section 2.2(c) and the representations and warranties set forth herein, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall agrees to issue, and each Bank severally agrees to participate in the Revolving Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of the Borrower in Dollars from time to time upon request from the Closing Date until the date fifteen (15) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC -------- ------- Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND SIXTY MILLION DOLLARS ($37,500,00060,000,000) (the “"LOC Committed Amount”), ") and (ii) the sum of the -------------------- aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC ---- Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditAmount. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that any such Letter of Credit may be contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time period unless the Issuing Lender gives notice to time on the request beneficiary of the Borrower or by operation of the terms of the applicable such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty fifteen (3015) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTEEN MILLION DOLLARS ($37,500,00015,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender50,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, First Union shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the each Issuing Lenders Lender may reasonably requirerequire which are not inconsistent with this Agreement, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving A Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (iii) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FORTY MILLION DOLLARS ($37,500,00040,000,000) (the “LOC Committed Amount”), (iiiiii) the sum of the aggregate principal amount of outstanding Revolving A Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving A Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iviiiiii) all Letters of Credit shall be denominated in Dollars and Dollars, (viviv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, (vv) no Letter of Credit shall be issued after the occurrence and commercial letters during the continuance of credita Default or an Event of Default, (vi) the beneficiary of any Letter of Credit shall not be a Sanctioned Person, and (vii) the sum of the aggregate amount of an Issuing Lender’s outstanding LOC Obligations shall not exceed such Issuing Lender’s respective share of the LOC Committed Amount according to such Issuing Lender’s LOC Commitment Percentage. Except as otherwise expressly agreed in writing upon by all the Revolving A Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that except as otherwise set forth in clause (k) hereof, no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days Business Days prior to the applicable Maturity Date (the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000, or such lesser amount as approved by the applicable Issuing Lender. The BorrowerCompany’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving A Lender’s 3651155352.2 DMSLIBRARY01\31771180.v14 UNIVERSAL HEALTH REALTY INCOME TRUST FIRST AMENDMENT TO CREDIT AGREEMENT participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Revolving Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of Revolving LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) (the “Revolving LOC Committed Amount”), (ii) with regard to each Revolving Lender individually, the sum of such Revolving Lender’s Revolving Commitment Percentage of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding Revolving LOC Obligations shall not exceed such Revolving Lender’s Revolving Commitment, (iii) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding Revolving LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Revolving Letters of Credit shall be denominated in Dollars and (v) Revolving Letters of Credit shall may be issued for any lawful corporate purposes and may be issued as standby letters of creditpurposes, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Revolving Letters of Credit hereunder, the expiry dates of Revolving Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Any Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Issuing Lender shall be under no obligation to issue any Letter of Credit if any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender with the Borrower or such Revolving Lender to eliminate the Issuing Lender’s risk with respect to such Lender’s Revolving LOC Obligations. The Issuing Lender shall provide prompt notice to the Borrower upon becoming aware of any Defaulting Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Xxxxx Fargo shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND THIRTY MILLION DOLLARS ($37,500,00030,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed (A) on or prior to the Subsequent Transactions Closing Date, the aggregate Revolving Committed Amount then in effecteffect and (B) after the Subsequent Transactions Closing Date, the lesser of the aggregate Revolving Committed Amount and the Borrowing Base, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit (other than the JEDA Letter of Credit which has an original expiry date of fourteen (14) months) shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, and other than the Wachovia JEDA Letter of Credit which by its terms is, and shall continue to be, automatically extended each month as to which no Notice of Non-Extension (as defined in the Wachovia JEDA Reimbursement Agreement) is given until the 5th day of the 13th month following receipt by the Borrower and the Trustee for the JEDA Bonds of a Notice of Non-Extension from the Issuing Lender xxxxxxx (but not to a date later than the "Termination Date" as defined therein), the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months (fourteen (14) months for the JEDA Letter of Credit) from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date Termination Date except that is thirty (30) days prior to the Maturity DateTermination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Termination Date if, and to the extent that, unless the Issuing Lender and the Required Lenders shall otherwise agree, the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender250,000. The Borrower’s Reimbursement Obligations in respect There will be no more than fifteen (15) Letters of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit outstanding at any time. First Union shall be governed by the terms Issuing Lender on all Letters of this Credit Agreement. The issued after the Closing Date and shall become the Issuing Lender on all Existing Letters of Credit shall, as of on the Closing Date, be deemed to have been issued as date such Letters of Credit hereunder and subject to and governed by are extended or renewed in accordance with the terms of this Agreementhereof and thereof.

Issuance. Subject During the Commitment Period, in reliance upon the agreements of the Lenders set forth herein and subject to the terms and conditions hereof and of the LOC Documents, if any, and any such other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, such Letters of Credit as the Borrower may request (or have requested in the case of Closing Date Letters of Credit) for its own account or for the account of the Borrower from time to time upon request another Credit Party as provided herein, in a form acceptable to the applicable Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTYTWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “"LOC Committed Amount”), ") and (ii) with regard to the sum of Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans plus and the aggregate principal amount of outstanding LOC Obligations shall not outstanding at any time shall not exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Amount. Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit issued hereunder shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall not have an original expiry date more than twelve (12) months one year from the date of issuance; providedissuance or extension, howevernor an expiry date, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, whether as originally issued or as extendedby extension, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. The Issuing Lender has heretofore issued the Existing Letter of Credit. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND EIGHT MILLION DOLLARS ($37,500,0008,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of Loans outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations outstanding shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.of

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, commercial letters of credit and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty three (303) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wxxxx Fargo shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, . The Issuing Lender shall be deemed under no obligation to have been issued as Letters issue any Letter of Credit hereunder and subject if any Lender is at such time a Defaulting Lender, unless the Issuing Lender has entered into arrangements satisfactory to and governed by the terms of this AgreementIssuing Lender with the Borrower or such Lender to eliminate the Issuing Lender's risk with respect to such Lender's LOC Obligations.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any any(a) other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) 35,000,000 (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and Dollars, (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters (v) the aggregate amount of creditLetters of Credit issued by Truist Bank shall not at any time exceed $10,000,000. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve twenty-four (1224) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time (i) on the request of the Borrower Borrower, (ii) as permitted by the Administrative Agent in its sole discretion or (iii) by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter Letters of CreditCredit may, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Revolving Maturity Date, when subject to the Maturity Dateprovisions Section 2.3(k). Each Letter of Credit shall comply with the related LOC Documents. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Xxxxx Fargo shall be the Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) 35,000,000 (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve twenty-four (1224) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time (i) on the request of the Borrower Borrower, (ii) as permitted by the Administrative Agent in its sole discretion or (iii) by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter Letters of CreditCredit may, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Revolving Maturity Date, when subject to the Maturity Dateprovisions Section 2.3(k). Each Letter of Credit shall comply with the related LOC Documents. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Xxxxx Fargo shall be the Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Bank may reasonably require, during the Commitment Period each Issuing Lender shall issue, and Banks will participate in the Revolving Lenders shall participate in, Existing Letters of Credit for and in the account of issuance by the Borrower Issuing Banks from time to time upon of such Letters of Credit from the Closing Date until the Termination Date as the Borrower or any other Credit Party may request in a form acceptable to the applicable Issuing LenderBank; provided, however, that (i) the aggregate principal amount of Trade LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) 70,000,000 (the “"Trade LOC Committed Amount”"), (ii) the aggregate amount of Standby LOC Obligations shall not at any time exceed $10,000,000 (the "Standby LOC Committed Amount"), (iii) the sum of the aggregate principal amount of outstanding Committed Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, and (iv) all Letters of Credit shall be denominated in Dollars and (v) Standby Letters of Credit shall be issued solely for any lawful corporate purposes and may be issued as standby letters the purpose of credit, including in connection with supporting workers’ ' compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving LendersBanks, no Standby Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuanceissuance and no Trade Letter of Credit shall have an original expiry date more than 210 days following the date of issuance thereof; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Standby Letters of Credit hereunder, the expiry dates of Standby Letters of Credit may will be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the each anniversary date of extensiontheir date of issuance for an additional period not to exceed one year; provided, further, that no Letter of Credit, whether Standby or Trade, as originally issued or as extended, shall have an expiry date extending beyond the date Termination Date except that is thirty (30) days prior to the Maturity DateTermination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Termination Date if, and to the extent that, the responsible Credit Party shall provide cash collateral to the Issuing Bank on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) that, with regard to the aggregate principal amount issuance of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”)Letter of Credit, (iiA) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters Letter of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of creditduring the Commitment Period, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all (B) Loans plus LOC Obligations shall not exceed the Revolving LendersAggregate Committed Amount, (C) no Letter of Credit shall have an original expiry date that is more than twelve (12) months from 365 days after the date of issuance; provided, however, so long as no Default or Event of Default has occurred and it is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date that is extending beyond the date that is thirty five (305) days Business Days prior to the Maturity Commitment Termination Date, and (D) the LOC Obligations shall not exceed, in the aggregate, the LOC Sublimit. Each Letter of Credit shall comply with the related LOC DocumentsDocument, provided that, to the extent of any conflict between any LOC Document and this Agreement, the terms of this Agreement shall control. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be issued for lawful corporate purposes in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by accordance with the terms of this Agreement. If, at the time of issuance or renewal of any Letter of Credit, any Lender is a Defaulting Lender, the Issuing Lender shall not issue or renew any Letter of Credit unless the Issuing Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LOC Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire consistent with customary practice at such time, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TWO MILLION DOLLARS ($37,500,0002,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the aggregate U.S. Revolving Committed Amount then in effectAmount, (iii) no except as the Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender SublimitBank and the Administrative Agent may otherwise agree, (iv) all Letters of Credit shall be denominated in U.S. Dollars or Canadian Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 10,000 or C$10,000 or such lesser amount other amounts as approved agreed by the applicable Issuing LenderAdministrative Agent and the Borrower. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, JPM Chase shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Credit-Linked Issuing Lenders Lender may reasonably require, during the Credit-Linked Commitment Period each the Credit-Linked Issuing Lender shall issue, and the Revolving Credit-Linked Lenders shall participate in, standby Credit-Linked Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Credit-Linked Issuing Lender; provided, however, that (i) the aggregate principal amount of Credit-Linked LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND the lesser of (A) EIGHTY MILLION DOLLARS ($37,500,00080,000,000) (as reduced from time to time in accordance with the terms of Section 2.5(d)(ii) or Section 2.8(a), the “Credit-Linked LOC Committed Amount”)) and (B) the principal amount of the Credit-Linked Deposit, (ii) with regard to each Credit-Linked Lender individually, (A) the sum of such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the outstanding Credit-Linked LOC Obligations shall not exceed such Credit-Linked Lender’s Credit-Linked Deposit and (B) the sum of such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the aggregate principal amount of the outstanding Term Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed such Credit-Linked Lender’s Credit-Linked Commitment, (iii) with regard to the Credit-Linked Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Term Loans plus the aggregate principal amount of outstanding Credit-Linked LOC Obligations shall not at any time exceed the Revolving Credit-Linked Committed Amount then in effect, (iv) no Credit-Linked Letter of Credit may be issued without the Administrative Agent confirming in writing to any Credit-Linked Issuing Lender (other than the Administrative Agent in its capacity as a Credit-Linked Issuing Lender) that, after giving effect to the issuance of such Credit-Linked Letter of Credit, the requirement set forth in clause (iii) no Issuing Lender will above shall be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimitsatisfied, (ivv) all Credit-Linked Letters of Credit shall be denominated in Dollars and (vvi) Credit-Linked Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of creditpurposes, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Credit-Linked Lenders, no Credit-Linked Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Credit-Linked Letters of Credit may be extended annually or periodically from time to time on at the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that (x) no Credit-Linked Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Credit-Linked Maturity DateDate and (y) if an Event of Default exists at the time such Credit-Linked Letter of Credit is to be extended, the Credit-Linked Issuing Lender may or, at the direction of Credit-Linked Lenders holding more than 50% of the Credit-Linked Commitments, the Credit-Linked Issuing Lender shall refuse to extend such Credit-Linked Letter of Credit, in which case such Credit-Linked Letter of Credit shall terminate at the end of the current term thereof. Each Credit-Linked Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Credit-Linked Letter of Credit shall be a Business Day. Each Letter Any Credit-Linked Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Credit-Linked Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.********************

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each the Issuing Lender Lenders shall issue, and the Revolving Lenders Banks shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) 250,000,000 (the “LOC Committed Amount”), (ii) the sum aggregate amount of LOC Obligations in respect of Letters of Credit issued by any Issuing Lender shall not exceed the LOC Commitment of such Issuing Lender, (iii) the Dollar Amount (determined as of the aggregate principal amount most recent Revaluation Date) of outstanding Revolving Credit Loans plus the aggregate principal amount of outstanding Swing Line Loans plus outstanding Bid Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of the Commitments at such Issuing Lender’s Issuing Lender Sublimittime, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including credit and (v) all Letters of Credit shall be denominated in connection with workers’ compensation and other insurance programs and commercial letters of creditDollars or Foreign Currency. Except as otherwise expressly agreed upon by all the Revolving LendersBanks, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity final Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Consenting Lender if, after giving effect to such issuance or renewal, the aggregate Commitments of the Consenting Lenders (including any replacement Banks) for the period following such Termination Date would be less than the LOC Obligations for Letters of Credit expiring after such Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.