{"id":41022,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/five-year-credit-agreement-alliant-energy-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"five-year-credit-agreement-alliant-energy-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/five-year-credit-agreement-alliant-energy-corp.html","title":{"rendered":"Five-Year Credit Agreement – Alliant Energy Corp."},"content":{"rendered":"

$300,000,000 <\/strong><\/p>\n

THIRD AMENDED AND RESTATED <\/strong><\/p>\n

FIVE YEAR <\/strong><\/p>\n

CREDIT AGREEMENT <\/strong><\/p>\n

Dated as of December 14, 2011 <\/em><\/p>\n

Among <\/em><\/p>\n

ALLIANT ENERGY CORPORATION <\/strong><\/p>\n

as Borrower <\/em><\/p>\n

THE BANKS NAMED HEREIN <\/strong><\/p>\n

as Banks <\/em><\/p>\n

and <\/em><\/p>\n

WELLS FARGO BANK, NATIONAL ASSOCIATION <\/strong><\/p>\n

as Administrative Agent, Swingline Lender and LC Issuing
\nBank <\/em><\/p>\n

JPMORGAN CHASE BANK, N.A. <\/strong><\/p>\n

as Syndication Agent and LC Issuing Bank <\/em><\/p>\n

BANK OF AMERICA, N.A. <\/strong><\/p>\n

BARCLAYS BANK PLC <\/strong><\/p>\n

CITIBANK, N.A. <\/strong><\/p>\n

THE BANK OF TOKYO:MITSUBISHI UFJ, LTD. <\/strong><\/p>\n

THE ROYAL BANK OF SCOTLAND PLC <\/strong><\/p>\n

and <\/em><\/p>\n

UBS LOAN FINANCE LLC <\/strong><\/p>\n

as Co-Documentation Agents <\/em><\/p>\n

WELLS FARGO SECURITIES, LLC <\/strong><\/p>\n

J.P. MORGAN SECURITIES LLC <\/strong><\/p>\n

BARCLAYS CAPITAL <\/strong><\/p>\n

CITIGROUP GLOBAL MARKETS INC. <\/strong><\/p>\n

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
\n<\/strong><\/p>\n

RBS SECURITIES INC. <\/strong><\/p>\n

THE BANK OF TOKYO:MITSUBISHI UFJ, LTD. <\/strong><\/p>\n

and<\/em><\/p>\n

UBS SECURITIES LLC <\/strong><\/p>\n

Joint Lead Arrangers and Joint Bookrunners <\/em><\/p>\n

\n

TABLE OF CONTENTS<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

PAGE<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ARTICLE I<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

DEFINITIONS AND ACCOUNTING TERMS<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 1.1<\/p>\n<\/td>\n

<\/td>\n\n

Certain Defined Terms<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.2<\/p>\n<\/td>\n

<\/td>\n\n

Computation of Time Periods<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.3<\/p>\n<\/td>\n

<\/td>\n\n

Computations of Outstandings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.4<\/p>\n<\/td>\n

<\/td>\n\n

Accounting Terms<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.5<\/p>\n<\/td>\n

<\/td>\n\n

Terms Generally<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE II<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT<\/strong>\n<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 2.1<\/p>\n<\/td>\n

<\/td>\n\n

The Advances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.2<\/p>\n<\/td>\n

<\/td>\n\n

Making the Advances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.3<\/p>\n<\/td>\n

<\/td>\n\n

Funding Reliance<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.4<\/p>\n<\/td>\n

<\/td>\n\n

Letters of Credit<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.5<\/p>\n<\/td>\n

<\/td>\n\n

Fees<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.6<\/p>\n<\/td>\n

<\/td>\n\n

Changes in the Commitments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.7<\/p>\n<\/td>\n

<\/td>\n\n

Repayment of Advances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.8<\/p>\n<\/td>\n

<\/td>\n\n

Interest on Advances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.9<\/p>\n<\/td>\n

<\/td>\n\n

Additional Interest on Eurodollar Rate Advances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.10<\/p>\n<\/td>\n

<\/td>\n\n

Interest Rate Determination<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.11<\/p>\n<\/td>\n

<\/td>\n\n

Voluntary Conversion of Advances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.12<\/p>\n<\/td>\n

<\/td>\n\n

Optional Prepayments of Advances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.13<\/p>\n<\/td>\n

<\/td>\n\n

Increased Costs<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.14<\/p>\n<\/td>\n

<\/td>\n\n

Illegality<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

36<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.15<\/p>\n<\/td>\n

<\/td>\n\n

Payments and Computations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.16<\/p>\n<\/td>\n

<\/td>\n\n

Noteless Agreement; Evidence of Indebtedness<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

38<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.17<\/p>\n<\/td>\n

<\/td>\n\n

Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.18<\/p>\n<\/td>\n

<\/td>\n\n

Sharing of Payments, Etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.19<\/p>\n<\/td>\n

<\/td>\n\n

Extension of Termination Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.20<\/p>\n<\/td>\n

<\/td>\n\n

Replacement of Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.21<\/p>\n<\/td>\n

<\/td>\n\n

Defaulting Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE III<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

CONDITIONS TO EXTENSIONS OF CREDIT<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3.1<\/p>\n<\/td>\n

<\/td>\n\n

Conditions Precedent to Amendment Effective Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.2<\/p>\n<\/td>\n

<\/td>\n\n

Conditions Precedent to Each Extension of Credit<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.3<\/p>\n<\/td>\n

<\/td>\n\n

Reliance on Certificates<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IV<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

REPRESENTATIONS AND WARRANTIES<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 4.1<\/p>\n<\/td>\n

<\/td>\n\n

Representations and Warranties of the Borrower<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE V<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

COVENANTS OF THE BORROWER<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 5.1<\/p>\n<\/td>\n

<\/td>\n\n

Affirmative Covenants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.2<\/p>\n<\/td>\n

<\/td>\n\n

Negative Covenants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE VI<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

EVENTS OF DEFAULT<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 6.1<\/p>\n<\/td>\n

<\/td>\n\n

Events of Default<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

59<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.2<\/p>\n<\/td>\n

<\/td>\n\n

Cash Collateral Account<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

62<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE VII<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

THE AGENT<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 7.1<\/p>\n<\/td>\n

<\/td>\n\n

Authorization and Action<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

62<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.2<\/p>\n<\/td>\n

<\/td>\n\n

Exculpatory Provisions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

62<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.3<\/p>\n<\/td>\n

<\/td>\n\n

Reliance by Agent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.4<\/p>\n<\/td>\n

<\/td>\n\n

Wells Fargo and Affiliates<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.5<\/p>\n<\/td>\n

<\/td>\n\n

Lender Credit Decision<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.6<\/p>\n<\/td>\n

<\/td>\n\n

Indemnification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.7<\/p>\n<\/td>\n

<\/td>\n\n

Successor Agent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.8<\/p>\n<\/td>\n

<\/td>\n\n

Delegation of Duties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

65<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.9<\/p>\n<\/td>\n

<\/td>\n\n

No Other Duties, Etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

65<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.10<\/p>\n<\/td>\n

<\/td>\n\n

Agent May File Proofs of Claim<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

65<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.11<\/p>\n<\/td>\n

<\/td>\n\n

LC Issuing Bank and Swingline Lender<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE VIII<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

MISCELLANEOUS<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 8.1<\/p>\n<\/td>\n

<\/td>\n\n

Amendments, Etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.2<\/p>\n<\/td>\n

<\/td>\n\n

Notices, Etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.3<\/p>\n<\/td>\n

<\/td>\n\n

No Waiver; Remedies<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.4<\/p>\n<\/td>\n

<\/td>\n\n

Costs, Expenses, Taxes and Indemnification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.5<\/p>\n<\/td>\n

<\/td>\n\n

Right of Set-off<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.6<\/p>\n<\/td>\n

<\/td>\n\n

Binding Effect<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

71<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.7<\/p>\n<\/td>\n

<\/td>\n\n

Assignments and Participations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

71<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.8<\/p>\n<\/td>\n

<\/td>\n\n

Confidentiality<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

75<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 8.9<\/p>\n<\/td>\n

<\/td>\n\n

WAIVER OF JURY TRIAL<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

76<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.10<\/p>\n<\/td>\n

<\/td>\n\n

Governing Law<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

76<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.11<\/p>\n<\/td>\n

<\/td>\n\n

Jurisdiction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

76<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.12<\/p>\n<\/td>\n

<\/td>\n\n

Waiver of Venue<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

77<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.13<\/p>\n<\/td>\n

<\/td>\n\n

Relation of the Parties; No Beneficiary<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

77<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.14<\/p>\n<\/td>\n

<\/td>\n\n

Execution in Counterparts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

77<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.15<\/p>\n<\/td>\n

<\/td>\n\n

Severability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

77<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.16<\/p>\n<\/td>\n

<\/td>\n\n

Disclosure of Information<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

77<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.17<\/p>\n<\/td>\n

<\/td>\n\n

USA Patriot Act Notice<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

77<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.18<\/p>\n<\/td>\n

<\/td>\n\n

Entire Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

78<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EXHIBITS AND SCHEDULES <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Exhibit 1.1(a)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Revolving Note<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit 1.1(b)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Swingline Note<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit 2.2(b)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Notice of Borrowing<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit 2.2(c)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Notice of Swingline Borrowing<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit 2.4<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Request for Issuance<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit 2.11<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Notice of Conversion<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit 3.1(a)(viii)(A)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Opinion of Brownstein Hyatt Farber Schreck, LLP<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit-3.1(a)(viii)(B)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Opinion of In-house Counsel<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit 8.7<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Form of Lender Assignment<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Schedule I<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Commitment Schedule<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule II<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Existing Synthetic Leases<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule III<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Existing Liens<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule IV<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

List of Indentures<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n

THIRD AMENDED AND RESTATED <\/strong><\/p>\n

FIVE YEAR CREDIT AGREEMENT <\/strong><\/p>\n

Dated as of December 14, 2011 <\/em><\/p>\n

THIS THIRD AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT<\/strong>
\n(this “Agreement<\/em><\/strong>“) is made by and among:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

ALLIANT ENERGY CORPORATION<\/strong>, a Wisconsin corporation (the
\n“Borrower<\/em><\/strong>“),<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

the banks (the “Banks<\/em><\/strong>“) listed on the signature
\npages hereof and the other Lenders (as hereinafter defined) from time to time
\nparty hereto, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

WELLS FARGO BANK<\/strong>, NATIONAL ASSOCIATION<\/strong>
\n(“Wells Fargo<\/em><\/strong>“), as administrative agent (the
\n“Agent<\/em><\/strong>“) for the Lenders hereunder and as a LC Issuing
\nBank and Swingline Lender (as defined below).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

PRELIMINARY STATEMENTS <\/strong><\/p>\n

(1) The Borrower has entered into a Second Amended and Restated Five Year
\nCredit Agreement, dated as of November 7, 2006 (such agreement, as further
\namended, restated, supplemented or otherwise modified prior to the date hereof,
\nthe “Existing Facility<\/em><\/strong>“) with Wells Fargo, as
\nadministrative agent, JPMorgan Chase Bank, N.A., as syndication agent and the
\nother lenders and agents party thereto.<\/p>\n

(2) The Borrower has requested that the parties to the Existing Facility
\namend and restate the terms of the Existing Facility, and replace the extensions
\nof credit thereunder (including the advances and letters of credit governed by
\nthe terms of the Existing Facility), with this Agreement.<\/p>\n

(3) The parties hereto agree that from and after the effectiveness of this
\nAgreement, the obligations under the Existing Facility, including the terms of
\nthe extensions of credit outstanding thereunder, shall be continued as, and
\nevidenced by, the Advances, Letters of Credit, this Agreement and other Loan
\nDocuments.<\/p>\n

(4) The Lenders have indicated their willingness to continue extensions of
\ncredit under the Existing Facility as Advances and Letters of Credit hereunder,
\nand make additional Advances and continue existing or issue additional Letters
\nof Credit on the terms and subject to the conditions set forth herein.<\/p>\n

NOW, THEREFORE<\/strong>, in consideration of the premises and the
\nmutual covenants herein contained, the parties hereto hereby agree as follows:\n<\/p>\n

\n

ARTICLE I <\/strong><\/p>\n

DEFINITIONS AND ACCOUNTING TERMS <\/strong><\/p>\n

Section 1.1 Certain Defined Terms<\/em><\/strong>. As used in this
\nAgreement, the following terms shall have the following meanings (such meanings
\nto be equally applicable to both the singular and plural forms of the terms
\ndefined):<\/p>\n

“Active Joint Arrangers Fee Letter<\/em><\/strong>” means the
\nletter agreement, dated November 18, 2011 among the Borrower, the Utilities,
\nWells Fargo, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A. and J.P.
\nMorgan Securities LLC.<\/p>\n

“Additional Lender<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.6(d)<\/em><\/strong>.<\/p>\n

“Administrative Fee Letter<\/em><\/strong>” means the letter
\nagreement, dated November 18, 2011, among the Borrower, the Utilities, Wells
\nFargo, and Wells Fargo.<\/p>\n

“Administrative Questionnaire<\/em><\/strong>” means an
\nAdministrative Questionnaire in substantially the form approved by the Agent.\n<\/p>\n

“Advance<\/em><\/strong>” means any or all of the Revolving
\nAdvances and the Swingline Advances.<\/p>\n

“AER<\/em><\/strong>” means Alliant Energy Resources, Inc., a
\nWisconsin corporation.<\/p>\n

“Affected Lender<\/em><\/strong>” has the meaning assigned to that
\nterm in Section 2.14<\/em><\/strong>.<\/p>\n

“Affected Lender Advance<\/em><\/strong>” has the meaning assigned
\nto that term in Section 2.14<\/em><\/strong>.<\/p>\n

“Affiliate<\/em><\/strong>” means, with respect to any Person, any
\nother Person directly or indirectly controlling (including but not limited to
\nall directors and officers of such Person), controlled by, or under direct or
\nindirect common control with such Person. A Person shall be deemed to control
\nanother entity if such Person possesses, directly or indirectly, the power to
\ndirect or cause the direction of the management and policies of such entity,
\nwhether through the ownership of voting securities, by contract, or otherwise.\n<\/p>\n

“Agent<\/em><\/strong>” has the meaning assigned to that term in
\nthe Preamble to this Agreement.<\/p>\n

“Aggregate Available Commitment<\/em><\/strong>” means the
\naggregate of the Lenders’ Available Commitment hereunder.<\/p>\n

“Aggregate Commitment<\/em><\/strong>” means the total of all of
\nthe Lenders’ Commitment hereunder.<\/p>\n

“Alternate Base Rate<\/em><\/strong>” means a fluctuating interest
\nrate per annum as shall be in effect from time to time, which rate per annum
\nshall at all times be equal to the highest of:<\/p>\n

(i) the Prime Rate;<\/p>\n

(ii) 1\/2 of one percent per annum above the Federal Funds Rate; and<\/p>\n

2<\/p>\n

\n

(iii) the Eurodollar Rate for an Interest Period of 1 month plus 1.00%.<\/p>\n

Each change in the Alternate Base Rate shall take effect concurrently with
\nany change in such Prime Rate, the Federal Funds Rate or the Eurodollar Rate.\n<\/p>\n

“Amendment Effective Date<\/em><\/strong>” means the day upon which
\neach of the applicable conditions precedent enumerated in Section
\n3.1 <\/em><\/strong>shall be fulfilled to the satisfaction of, or waived with the
\nconsent of, the Lenders, the Agent, the LC Issuing Bank and the Borrower.<\/p>\n

“Applicable Lending Office<\/em><\/strong>” means, with respect to
\neach Lender, such Lender’s Domestic Lending Office in the case of a Base Rate
\nAdvance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar
\nRate Advance.<\/p>\n

“Applicable Margin<\/em><\/strong>” means, for any Eurodollar Rate
\nAdvance or Base Rate Advance, the percentage set forth below in the columns
\nidentified as Level 1, Level 2, Level 3, Level 4, Level 5, or Level 6, opposite
\nthe Eurodollar Rate or the Base Rate, as applicable:<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Rating<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

A+\/A1\/A+<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

A\/A2\/A<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

A-\/A3\/A-<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

BBB+\/Baa1\/<\/strong>
\nBBB+<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

BBB\/Baa2\/<\/strong>
\nBBB<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

BBB-\/Baa3\/<\/strong>
\nBBB-<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Pricing Level<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

LEVEL 1<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

LEVEL 2<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

LEVEL 3<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

LEVEL 4<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

LEVEL 5<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

LEVEL 6<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Applicable Margin for Eurodollar Rate Advances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.795<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.90<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1.00<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1.075<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1.275<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1.475<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Applicable Margin for Base Rate Advances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.00<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.075<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.275<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.475<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

Facility Fee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.08<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.10<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.125<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.175<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.225<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.275<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Facility Fee and the Applicable Margin shall be, at any time, the rate
\nper annum<\/em> set forth in the table above based upon the ratings assigned
\nby S&P, Moody’s and Fitch to the senior unsecured non-credit enhanced
\nlong-term debt of the Borrower, or with respect to Moody’s, in the event that no
\nsuch debt is outstanding, the ratings assigned by Moody’s to the issuer debt
\nrating of the Borrower (collectively, the “Ratings<\/u>“).<\/p>\n

If at any time there is a split among Ratings by S&P, Moody’s and Fitch
\nsuch that all three ratings fall in different Pricing Levels, the applicable
\nPricing Level shall be determined by the Rating that is neither the highest nor
\nthe lowest of the three ratings, and (ii) if at any time there is a split among
\nRatings by S&P, Moody’s and Fitch such that two of such ratings are in one
\nPricing Level (the “Majority Level<\/u>“) and the third Rating is in a
\ndifferent Pricing Level, the applicable Pricing Level shall be at the Majority
\nLevel. In the event that the Borrower shall maintain Ratings from only two of
\nS&P, Moody’s and Fitch and there is a split in such Ratings (i) of one
\nPricing Level, the applicable Pricing Level shall be determined by the higher of
\nthe two Ratings, and (ii) of two or more Pricing Levels, the applicable Pricing
\nLevel shall be the Pricing Level that is exactly between the Pricing Level of
\nthe higher Rating and the Level of the lower Rating (the
\n“<\/strong>Midpoint”<\/u>), or if there is no Midpoint, the Level that
\nis one Level above a notional Level that falls at the midpoint between the
\nactual Ratings. In the event that the Borrower shall maintain Ratings from only
\none of S&P, Moody’s and Fitch, the applicable<\/p>\n

3<\/p>\n

\n

Pricing Level shall be determined by reference to that one Rating. If at any
\ntime the Borrower does not have a Rating from at least one of S&P, Moody’s
\nor Fitch, the applicable Pricing Level shall be set at Pricing Level VI.
\nNotwithstanding the foregoing, if at any time the Borrower has any Rating that
\ncorresponds to Level VI, the applicable Pricing Level shall be Level VI. The
\nPricing Level shall be redetermined on and as of the date of announcement of a
\nchange in the Rating of S&P, Moody’s or Fitch.<\/p>\n

“Applicable Rate<\/em><\/strong>” means:<\/p>\n

(i) in the case of each Base Rate Advance, a rate per annum<\/em> equal at
\nall times to the sum of the Alternate Base Rate in effect from time to time
\nplus<\/em> the Applicable Margin in effect from time to time;<\/p>\n

(ii) in the case of each Eurodollar Rate Advance comprising part of the same
\nBorrowing, a rate per annum<\/em> during each Interest Period equal at all
\ntimes to the sum of the Eurodollar Rate for such Interest Period plus<\/em>
\nthe Applicable Margin in effect from time to time during such Interest Period;
\nand<\/p>\n

(iii) in the case of each LIBOR Market Interest Rate Advance, a rate per
\nannum<\/em> equal at all times to the sum of the LIBOR Market Index Rate in
\neffect from time to time plus<\/em> the Applicable Margin in effect for a
\nEurodollar Rate Advance from time to time.<\/p>\n

“Approved Fund<\/em><\/strong>” means any Fund that is administered
\nor managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (or
\nan Affiliate of a Person) that administers or manages a Lender.<\/p>\n

“Available Commitment<\/em><\/strong>” means, for each Lender at
\nany time on any day, an amount equal to the excess, if any, of (i) such Lender’s
\nCommitment then in effect over (ii) such Lender’s Credit Exposure, computed
\nafter giving effect to all Extensions of Credit made or to be made on such day,
\nthe application of proceeds therefrom, all prepayments and repayments of
\nAdvances made on such day and all reductions in the LC Outstandings made on such
\nday.<\/p>\n

“Bankruptcy Event<\/em><\/strong>” means the occurrence of any
\nactual or deemed entry of an order for relief with respect to the Borrower under
\nthe Federal Bankruptcy Code.<\/p>\n

“Banks<\/em><\/strong>” has the meaning assigned to that term in
\nthe Preamble to this Agreement.<\/p>\n

“Base Rate Advance<\/em><\/strong>” means an Advance (other than a
\nSwingline Advance) that bears interest as provided in Section
\n2.8(a)<\/em><\/strong>.<\/p>\n

“Borrower<\/em><\/strong>” has the meaning assigned to that term in
\nthe Preamble to this Agreement.<\/p>\n

“Borrowing<\/em><\/strong>” means the incurrence by the Borrower
\n(including as a result of Conversions of outstanding Advances pursuant to
\nSection 2.11<\/em>) on a single date of a group of Advances of a single Class
\nand Type (or a Swingline Advance made by the Swingline Lender) and, in the case
\nof Eurodollar Rate Advances, as to which a single Interest Period is in effect.\n<\/p>\n

4<\/p>\n

\n

“Business Day<\/em><\/strong>” means a day of the year on which
\nbanks are not required or authorized to close in New York City, Charlotte, North
\nCarolina or Madison, Wisconsin and, if the applicable Business Day relates to
\nany Eurodollar Rate Advance or LIBOR Market Index Rate Advance, on which
\ndealings are carried on in the London interbank market.<\/p>\n

“Capitalized Lease Obligations<\/em><\/strong>” means obligations
\nto pay rent or other amounts under any lease of (or other arrangement conveying
\nthe right to use) real and\/or personal property which obligation is required to
\nbe classified and accounted for as a capital lease on a balance sheet prepared
\nin accordance with GAAP, and for purposes hereof the amount of such obligations
\nshall be the capitalized amount determined in accordance with such principles.\n<\/p>\n

“Cash and Cash Equivalents<\/em><\/strong>” means, with respect to
\nany Person, the aggregate amount of the following, to the extent owned by such
\nPerson free and clear of all Liens, encumbrances and rights of others and not
\nsubject to any judicial, regulatory or other legal constraint: (i) cash on hand;
\n(ii) Dollar demand deposits maintained in the United States with any commercial
\nbank and Dollar time deposits maintained in the United States with, or
\ncertificates of deposit having a maturity of one year or less issued by, any
\ncommercial bank which has an office in the United States and which has a
\ncombined capital and surplus of at least $100,000,000; (iii) eurodollar time
\ndeposits maintained in the United States with, or eurodollar certificates of
\ndeposit having a maturity of one year or less issued by, any commercial bank
\nhaving outstanding unsecured indebtedness that is rated (on the date of
\nacquisition thereof) A- or better by S&P or Fitch or A3 or better by Moody’s
\n(or an equivalent rating by another nationally-recognized credit rating agency
\nof similar standing if none of such corporations is then in the business of
\nrating unsecured bank indebtedness); (iv) direct obligations of, or
\nunconditionally guaranteed by, the United States and having a maturity of one
\nyear or less; (v) commercial paper rated (on the date of acquisition thereof)
\nA-1 or better by S&P or Fitch or P-1 or better by Moody’s (or an equivalent
\nrating by another nationally-recognized credit rating agency of similar standing
\nif none of such corporations is then in the business of rating commercial
\npaper), and having a maturity of one year or less; (vi) obligations with any
\nLender or any other commercial bank in respect of the repurchase of obligations
\nof the type described in clause (iv) above, provided<\/em> that such
\nrepurchase obligations shall be fully secured by obligations of the type
\ndescribed in said clause (iv) and the possession of such obligations shall be
\ntransferred to, and segregated from other obligations owned by, such Lender or
\nsuch other commercial bank; and (vii) preferred stock of any Person that is
\nrated A- or better by S&P or Fitch or A3 or better by Moody’s (or an
\nequivalent rating by another nationally-recognized credit rating agency of
\nsimilar standing if none of such corporations is then in the business of rating
\npreferred stock of entities engaged in such businesses).<\/p>\n

“Cash Collateral Account<\/em><\/strong>” has the meaning assigned
\nto that term in Section 2.4(d)<\/em><\/strong>.<\/p>\n

“Cash Collateralize<\/em><\/strong>” means to pledge and deposit
\nwith or deliver to the Agent, for the benefit of the Agent, the LC Issuing Bank
\nand the Lenders, as collateral for the LC Outstandings or obligations of Lenders
\nto fund participations in respect of LC Outstandings, cash or deposit account
\nbalances or, if the Agent and the LC Issuing Bank shall agree in its sole
\ndiscretion, other credit support, in each case pursuant to documentation in form
\nand substance satisfactory to the Agent and the LC Issuing Bank.
\n“Cash Collateral<\/em><\/strong>” shall have a meaning correlative to
\nthe foregoing and shall include the proceeds of such cash collateral and other
\ncredit support.<\/p>\n

5<\/p>\n

\n

“Change in Law<\/em><\/strong>” means the occurrence, after the
\ndate of this Agreement, of any of the following: (i) the adoption or taking
\neffect of any law, rule, regulation or treaty, (ii) any change in any law, rule,
\nregulation or treaty or in the administration, interpretation, implementation or
\napplication thereof by any Governmental Authority or (iii) the making or
\nissuance of any request, rule, guideline or directive (whether or not having the
\nforce of law) by any Governmental Authority; provided<\/em> that
\nnotwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street
\nReform and Consumer Protection Act and all requests, rules, guidelines or
\ndirectives thereunder or issued in connection therewith and (y) all requests,
\nrules, guidelines or directives promulgated by the Bank for International
\nSettlements, the Basel Committee on Banking Supervision (or any successor or
\nsimilar authority) or the United States or foreign regulatory authorities, in
\neach case pursuant to Basel III, shall in each case be deemed to be a “Change in
\nLaw”, regardless of the date enacted, adopted or issued.<\/p>\n

“Class<\/em><\/strong>” has the meaning assigned to that term in
\nSection 2.2(a)<\/em><\/strong>.<\/p>\n

“Code<\/em><\/strong>” means the Internal Revenue Code of 1986 and
\nthe regulations promulgated and rulings issued thereunder.<\/p>\n

“Commitment<\/em><\/strong>” means, for each Lender, the obligation
\nof such Lender to make Revolving Advances to the Borrower and to participate in
\nthe Swingline Advances and reimbursement obligations of the Borrower in respect
\nof Letters of Credit in an amount no greater than the amount set forth on
\nSchedule I hereto or, if such Lender has entered into one or more Lender
\nAssignments or is an Additional Lender or an Increasing Lender, set forth for
\nsuch Lender in the Register maintained by the Agent pursuant to
\nSection 8.7(b)<\/em><\/strong>, in each such case as such amount may
\nbe reduced from time to time or increased pursuant to Section
\n2.6<\/em><\/strong>.<\/p>\n

“Commitment Increase<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.6(d)<\/em><\/strong>.<\/p>\n

“Commitment Increase Approvals<\/em><\/strong>” means resolutions
\nof the board of directors of the Borrower authorizing any Commitment Increase.\n<\/p>\n

“Confidential Information<\/em><\/strong>” has the meaning assigned
\nto that term in Section 8.8<\/em><\/strong>.<\/p>\n

“Consent Date<\/em><\/strong>” has the meaning assigned to that
\nterm in Section 2.19(a)<\/em><\/strong>.<\/p>\n

“Consenting Lender<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.19(a)<\/em><\/strong>.<\/p>\n

“Consolidated Capital<\/em><\/strong>” means, with respect to any
\nPerson, without duplication, at any date of determination, the sum of (i)
\nConsolidated Debt of such Person, (ii) consolidated equity of the common
\nstockholders of such Person and its Consolidated Subsidiaries, (iii)
\nconsolidated equity of the preference stockholders of such Person and its
\nConsolidated Subsidiaries, (iv) the aggregate outstanding amount of Hybrid
\nSecurities, and (v) consolidated equity of the preferred stockholders of such
\nPerson and its Consolidated Subsidiaries, in each case determined at such date
\nin accordance with GAAP, excluding, however, from such calculation, amounts
\nidentified as “Accumulated Other Comprehensive Income (Loss)” in the financial
\nstatements of the Borrower set forth in the Borrower’s Report on Form 10-K or
\n10-Q, as the case may be, filed most recently with the Securities and Exchange
\nCommission prior to the date of such determination.<\/p>\n

6<\/p>\n

\n

“Consolidated Debt<\/em><\/strong>” means, with respect to any
\nPerson, without duplication, at any date of determination, the aggregate Debt of
\nsuch Person and its Consolidated Subsidiaries determined on a consolidated basis
\nin accordance with GAAP, but shall not include (i) Nonrecourse Debt of any
\nSubsidiary of the Borrower or (ii) the aggregate outstanding Debt evidenced by
\nHybrid Securities to the extent that the total book value of such securities
\ndoes not exceed 15% of Consolidated Capital as of the date of determination.\n<\/p>\n

“Consolidated Subsidiary<\/em><\/strong>” means, with respect to
\nany Person, any Subsidiary of such Person whose accounts are or are required to
\nbe consolidated with the accounts of such Person in accordance with GAAP.<\/p>\n

“Continuing Directors<\/em><\/strong>” means the members of the
\nBoard of Directors of the Borrower on the date hereof and each other director of
\nthe Borrower, if such other director’s nomination for election to the Board of
\nDirectors of the Borrower is recommended by a majority of the then Continuing
\nDirectors.<\/p>\n

“Convert<\/em><\/strong>“, “Conversion<\/strong>” and
\n“Converted<\/strong><\/em>” each refers to a conversion of Advances of one
\nType into Advances of another Type, or to the selection of a new, or the renewal
\nof the same, Interest Period for Advances, as the case may be, pursuant to
\nSection 2.10<\/em><\/strong> or Section
\n2.11<\/em><\/strong>.<\/p>\n

“Credit Exposure<\/em><\/strong>” means, with respect to any Lender
\nat any time, the sum of (i) the aggregate principal amount of all Advances made
\nby such Lender outstanding at such time, (ii) such Lender’s Percentage of the LC
\nOutstandings at such time and (iii) such Lender’s (other than the Swingline
\nLender’s) Percentage of the Swingline Advances outstanding at such time.<\/p>\n

“Debt<\/em><\/strong>” means, for any Person, any and all
\nindebtedness, liabilities and other monetary obligations of such Person (without
\nduplication), (i) for borrowed money or evidenced by bonds, debentures, notes or
\nother similar instruments, (ii) to pay the deferred purchase price of property
\nor services (except trade accounts payable arising and repaid in the ordinary
\ncourse of business), (iii) Capitalized Lease Obligations, (iv) under
\nreimbursement or similar agreements with respect to letters of credit (other
\nthan trade letters of credit) issued to support indebtedness or obligations of
\nsuch Person or of others of the kinds referred to in clauses (i) through (iii)
\nabove and clause (v) below, (v) reasonably quantifiable obligations under direct
\nguaranties or indemnities, or under support agreements, in respect of, and
\nreasonably quantifiable obligations (contingent or otherwise) to purchase or
\notherwise acquire, or otherwise to assure a creditor against loss in respect of,
\nor to assure an obligee against failure to make payment in respect of,
\nindebtedness or obligations of others of the kinds referred to in clauses (i)
\nthrough (iv) above, and (vi) incurred in connection with any synthetic lease,
\ntax retention operating lease or similar off-balance sheet financing product
\ntreated as an operating lease for financial accounting purposes and a capital
\nlease for federal income tax purposes, in each case that is entered into after
\nthe Amendment Effective Date, but excluding the obligations under the Existing
\nSynthetic Leases, including any extension, renewal, amendment or refinancing
\nthereof; provided<\/em> that if the aggregate amount owing in respect of all
\nsuch Existing Synthetic Leases, after giving effect to any such extension,
\nrenewal, amendment or refinancing, exceeds the aggregate amount owed as of the
\nAmendment Effective Date, such excess shall be included as Debt.<\/p>\n

7<\/p>\n

\n

“Default Rate<\/em><\/strong>” means (i) with respect to the unpaid
\nprincipal of or interest on any Advance, the greater of (A) 2% per
\nannum<\/em> above the Applicable Rate in effect from time to time for such
\nAdvance and (B) 2% per annum<\/em> above the Applicable Rate in effect from
\ntime to time for Base Rate Advances and (ii) with respect to any other unpaid
\namount hereunder, 2% per annum<\/em> above the Applicable Rate in effect from
\ntime to time for Base Rate Advances.<\/p>\n

“Designated Lender<\/em><\/strong>” means a Defaulting Lender or a
\nDowngraded Lender<\/p>\n

“Defaulting Lender<\/em><\/strong>” means, subject to
\nSection 2.21(b)<\/em><\/strong>, any Lender, as reasonably determined
\nby the Agent, that (i) has failed (which failure has not been cured within two
\nBusiness Days) to fund any Advance or any participation interest in Letters of
\nCredit or Swingline Advances required to be made hereunder in accordance with
\nthe terms hereof (unless such Lender shall have notified the Agent and the
\nBorrower in writing of its good faith determination that a condition under
\nSection 3.2<\/em><\/strong> to its obligation to fund any Advance
\nshall not have been satisfied), (ii) has notified the Borrower, the Agent, the
\nLC Issuing Bank or the Swingline Lender in writing that it does not intend to
\ncomply with any of its funding obligations under this Agreement or has made a
\npublic statement to the effect that it does not intend to comply with its
\nfunding obligations under this Agreement or generally under other agreements in
\nwhich it commits to extend credit, (iii) has failed, within three Business Days
\nafter receipt of a written request from the Agent or the Borrower delivered in
\naccordance with Section 8.2<\/em><\/strong> to confirm that it will
\ncomply with the terms of this Agreement relating to its obligation to fund
\nprospective Advances or participations in Letters of Credit and Swingline
\nAdvances, and such request states that the requesting party has reason to
\nbelieve that the Lender receiving such request may fail to comply with such
\nobligation, and states such reason, (iv) has failed to pay to the Agent, the LC
\nIssuing Bank or any other Lender when due an amount owed by such Lender to the
\nAgent, the LC Issuing Bank or any other Lender pursuant to the terms of this
\nAgreement, unless such amount is subject to a good faith dispute or such failure
\nhas been cured, or (v) (a) has become or is insolvent or (b) is the Subsidiary
\nof a Person that has (x) become or is insolvent, (y) become or is the subject of
\na proceeding under the Federal Bankruptcy Code or under any other applicable
\nbankruptcy, insolvency or similar law now or hereafter in effect, or (z) had
\nappointed for it a receiver, conservator, trustee, custodian or assignee for the
\nbenefit of creditors or similar Person charged with reorganization or
\nliquidation of its business or assets, including the Federal Deposit Insurance
\nCorporation or any other state or federal regulatory authority acting in such a
\ncapacity; provided<\/em> that a Lender shall not be a Defaulting Lender
\nsolely by virtue of the ownership or acquisition of an Equity Interest in such
\nLender or a parent company thereof by a Governmental Authority or an
\ninstrumentality thereof so long as such ownership interest does not result in or
\nprovide such Lender with immunity from the jurisdiction of courts within the
\nUnited States or from the enforcement of judgments or writs of attachment on its
\nassets or permit such Lender (or such Governmental Authority) to reject,
\nrepudiate, disavow or disaffirm any contracts or agreements made with such
\nLender. Any determination by the Agent that a Lender is a Defaulting Lender
\nunder any one or more of clauses (i) through (v) above shall be conclusive and
\nbinding absent manifest error, and such Lender shall be deemed to be a
\nDefaulting Lender (subject to Section 2.21(b)<\/em><\/strong>) upon
\ndelivery of written notice of such determination to the Borrower, the LC Issuing
\nBank, each Swingline Lender and each Lender.<\/p>\n

“Direct Subsidiary<\/em><\/strong>” means, with respect to any
\nPerson, any Subsidiary directly owned by such Person.<\/p>\n

8<\/p>\n

\n

“Dollars<\/em><\/strong>” and the sign
\n“$<\/em><\/strong>” each means lawful money of the United States.<\/p>\n

“Domestic Lending Office<\/em><\/strong>” means, with respect to
\nany Lender, the office or affiliate of such Lender specified as its “Domestic
\nLending Office” in its Administrative Questionnaire or in the Lender Assignment
\npursuant to which it became a Lender (copies of which shall be provided by each
\nLender to the Agent and the Borrower as of the date hereof, or, in the case of a
\nLender Assignment, upon or prior to such Lender Assignment), or such other
\noffice or affiliate of such Lender as such Lender may from time to time specify
\nin writing to the Borrower and the Agent.<\/p>\n

“Domestic Subsidiary<\/em><\/strong>” means any Subsidiary of the
\nBorrower that is not a Foreign Subsidiary.<\/p>\n

“Downgraded Lender<\/em><\/strong>” means any Lender that has a
\nnon-credit enhanced senior unsecured debt rating below investment grade from
\neither Moody’s, S&P, Fitch or any other nationally recognized statistical
\nrating organization recognized as such by the Securities and Exchange
\nCommission.<\/p>\n

“Eligible Assignee<\/em><\/strong>” means (i) a commercial bank or
\ntrust company organized under the laws of the United States, or any State
\nthereof; (ii) a commercial bank organized under the laws of any other country
\nthat is a member of the OECD, or a political subdivision of any such country,
\nprovided<\/em> that such bank is acting through a branch or agency located in
\nthe United States; (iii) the central bank of any country that is a member of the
\nOECD; and (iv) any other commercial bank or other financial institution engaged
\ngenerally in the business of extending credit or purchasing debt instruments;
\nprovided<\/em>, however<\/em>, that (A) any such Person shall also (1)
\nhave outstanding unsecured indebtedness that is rated A- or better by S&P or
\nFitch or A3 or better by Moody’s (or an equivalent rating by another
\nnationally-recognized credit rating agency of similar standing if none of such
\nrating agencies is then in the business of rating unsecured indebtedness of
\nentities engaged in such businesses) or (2) have combined capital and surplus
\n(as established in its most recent report of condition to its primary regulator)
\nof not less than $250,000,000 (or its equivalent in foreign currency), and (B)
\nany Person described in clause (ii), (iii) or (iv) above shall, on the date on
\nwhich it is to become a Lender hereunder, (x) be entitled to receive payments
\nhereunder without deduction or withholding of any United States Federal income
\ntaxes (as contemplated by Section 2.17<\/em><\/strong>) and (y) not be
\nincurring any losses, costs or expenses of the type for which such Person could
\ndemand payment under Section 2.13<\/em><\/strong>.<\/p>\n

“Equity Interests<\/em><\/strong>” means, (i) with respect to a
\ncorporation, shares of common stock of such corporation or any other interest
\nconvertible or exchangeable into any such interest, (ii) with respect to a
\nlimited liability company, a membership interest in such company, (iii) with
\nrespect to a partnership, a partnership interest in such partnership, and (iv)
\nwith respect to any other Person, an interest in such Person analogous to
\ninterests described in clauses (i) through (iii).<\/p>\n

“ERISA<\/em><\/strong>” means the Employee Retirement Income
\nSecurity Act of 1974, as amended from time to time, and the regulations
\npromulgated and rulings issued thereunder.<\/p>\n

“ERISA Affiliate<\/em><\/strong>” means, with respect to any
\nPerson, any trade or business (whether or not incorporated) which is under
\n“common control” with, or a member of the same “controlled group” as, such
\nPerson, within the meaning of Section 414 of the Code or Section 4001 of ERISA.\n<\/p>\n

9<\/p>\n

\n

“ERISA Event<\/em><\/strong>” means: (i) with respect to a Plan,
\nthe occurrence of a “reportable event,” within the meaning of Section 4043 of
\nERISA for which the thirty day notice requirement has not been waived by the
\nPBGC (including any failure to meet the minimum funding standard of, or timely
\nmake any required installment payment under, Section 412 of the Code or Section
\n302 of ERISA, regardless of the issuance of any waivers in accordance with
\nSection 412(c) of the Code); (ii) the provision by the administrator of any Plan
\nof notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of
\nERISA; (iii) the cessation of operations at a facility in the circumstances
\ndescribed in Section 4062(e) of ERISA; (iv) the withdrawal by the Borrower or an
\nERISA Affiliate of the Borrower from a Multiple Employer Plan or a Multiemployer
\nPlan during a plan year for which it was a “substantial employer,” as defined in
\nSection 4001(a)(2) of ERISA; (v) the failure by the Borrower or an ERISA
\nAffiliate of the Borrower to make a payment to a Plan, which failure results in
\nthe imposition of a Lien; (vi) the incurrence of an obligation to provide a
\nnotice under Section 101(j) of ERISA; (vii) the adoption of an amendment to a
\nPlan which may not take effect due to the application of Section 436(c)(1) of
\nthe Code or Section 206(g)(2)(A) of ERISA, or the payment of a contribution in
\norder to satisfy the requirements of Section 436(c)(2) of the Code or Section
\n206(g)(2)(B) of ERISA; or (viii) the institution by the PBGC of proceedings to
\nterminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any
\nevent or condition which might reasonably be expected to constitute grounds
\nunder Section 4042 of ERISA for the termination of, or the appointment of a
\ntrustee to administer, a Plan.<\/p>\n

“Eurocurrency Liabilities<\/em><\/strong>” has the meaning assigned
\nto that term in Regulation D of the Board of Governors of the Federal Reserve
\nSystem, as in effect from time to time.<\/p>\n

“Eurodollar Lending Office<\/em><\/strong>” means, with respect to
\nany Lender, the office or affiliate of such Lender specified as its “Eurodollar
\nLending Office” in its Administrative Questionnaire or in the Lender Assignment
\npursuant to which it became a Lender (or, if no such office is specified, its
\nDomestic Lending Office), or such other office or affiliate of such Lender as
\nsuch Lender may from time to time specify in writing to the Borrower and the
\nAgent.<\/p>\n

“Eurodollar Rate<\/em><\/strong>” means, with respect to each
\nEurodollar Rate Advance comprising part of the same Borrowing for any Interest
\nPeriod, an interest rate per annum equal to (i) the rate of interest appearing
\non Reuters Screen LIBOR01 Page (or any successor page) that represents an
\naverage British Bankers Association Interest Settlement Rate for Dollar deposits
\nor (ii) if no such rate is available, the rate of interest determined by the
\nAgent to be the rate or the arithmetic mean of rates at which Dollar deposits in
\nimmediately available funds are offered to first-tier banks in the London
\ninterbank Eurodollar market, in each case under (i) and (ii) above at
\napproximately 11:00 a.m., London time, two Business Days prior to the first day
\nof such Interest Period for a period substantially equal to such Interest Period
\nand in an amount substantially equal to the amount of Wells Fargo’s Eurodollar
\nRate Advance comprising part of such Borrowing, all subject to
\nSection 2.9<\/em><\/strong> and Section
\n2.10<\/em><\/strong>.<\/p>\n

“Eurodollar Rate Advance<\/em><\/strong>” means an Advance (other
\nthan a Swingline Advance) that bears interest as provided in
\nSection 2.8(b)<\/em><\/strong>.<\/p>\n

10<\/p>\n

\n

“Eurodollar Reserve Percentage<\/em><\/strong>” of any Lender for
\neach Interest Period for each Eurodollar Rate Advance means the reserve
\npercentage applicable to such Lender during such Interest Period (or if more
\nthan one such percentage shall be so applicable, the daily average of such
\npercentages for those days in such Interest Period during which any such
\npercentage shall be so applicable) under Regulation D or other regulations
\nissued from time to time by the Board of Governors of the Federal Reserve System
\n(or any successor) for determining the maximum reserve requirement (including,
\nwithout limitation, any emergency, supplemental or other marginal reserve
\nrequirement) then applicable to such Lender with respect to liabilities or
\nassets consisting of or including Eurocurrency Liabilities having a term equal
\nto such Interest Period.<\/p>\n

“Events of Default<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 6.1<\/em><\/strong>.<\/p>\n

“Existing Facility<\/em><\/strong>” has the meaning assigned to
\nthat term in the first Preliminary Statement to this Agreement.<\/p>\n

“Existing Synthetic Leases<\/em><\/strong>” means all synthetic
\nleases existing on the Amendment Effective Date and set forth on Schedule II.\n<\/p>\n

“Extension Date<\/em><\/strong>” has the meaning assigned to that
\nterm in Section 2.19(a)<\/em><\/strong>.<\/p>\n

“Extension Notice<\/em><\/strong>” has the meaning assigned to that
\nterm in Section 2.19(a)<\/em><\/strong>.<\/p>\n

“Extension of Credit<\/em><\/strong>” means (i) the disbursement of
\nthe proceeds of any Borrowing and (ii) the issuance of a Letter of Credit or the
\namendment of any Letter of Credit having the effect of extending the stated
\ntermination date thereof or increasing the maximum amount available to be drawn
\nthereunder.<\/p>\n

“FATCA” <\/em><\/strong>means Sections 1471 through 1474 of the
\nInternal Revenue Code of 1986, as amended, as of the date of this Agreement (or
\nany amended or successor version that is substantively comparable and not
\nmaterially more onerous to comply with) and any current or future regulations or
\nofficial interpretations thereof.<\/p>\n

“Facility Fee<\/em><\/strong>” means a fee that shall be payable on
\nthe aggregate amount of the Commitment of each Lender, irrespective of usage,
\npayable to each Lender on the amount of its Commitment at the rate per annum as
\nset forth in the definition of Applicable Margin.<\/p>\n

“Federal Bankruptcy Code<\/em><\/strong>” means 11 U.S.C. \u00a7 \u00a7 101
\net seq<\/em>., as amended from time to time, and any successor statute, and
\nall regulations from time to time promulgated thereunder.<\/p>\n

“Federal Funds Rate<\/em><\/strong>” means, for any period, a
\nfluctuating interest rate per annum (rounded upwards, if necessary, to the
\nnearest 1\/100 of one percentage point) equal for each day during such period to
\nthe weighted average of the rates on overnight Federal funds transactions with
\nmembers of the Federal Reserve System arranged by Federal funds brokers, as
\npublished for such day (or, if such day is not a Business Day, for the next
\npreceding Business Day) by the Federal Reserve Bank of New York, or, if such
\nrate is not so published for any day which is a Business Day, the average of the
\nquotations for such day on such transactions received by the Agent from three
\nFederal funds brokers of recognized standing selected by it.<\/p>\n

11<\/p>\n

\n

“Fee Letters<\/em><\/strong>” means the Administrative Fee Letter
\nand the Active Joint Arrangers Fee Letter.<\/p>\n

“Fitch<\/em><\/strong>” means Fitch Ratings.<\/p>\n

“Fronting Exposure<\/em><\/strong>” means, at any time there is a
\nDefaulting Lender, (i) with respect to the LC Issuing Bank, such Defaulting
\nLender’s LC Outstandings with respect to Letters of Credit issued by the LC
\nIssuing Bank other than such portion of such Defaulting Lender’s LC Outstandings
\nas to which such Defaulting Lender’s participation obligation has been
\nreallocated to other Lenders or Cash Collateralized in accordance with the terms
\nhereof, and (ii) with respect to any Swingline Lender, such Defaulting Lender’s
\nSwingline Exposure with respect to outstanding Swingline Loans made by the
\nSwingline Lender other than Swingline Loans as to which such Defaulting Lender’s
\nparticipation obligation has been reallocated to other Lenders in accordance
\nwith the terms hereof.<\/p>\n

“Foreign Subsidiary<\/em><\/strong>” means any Subsidiary of the
\nBorrower that is organized under the law of any jurisdiction other than any
\nstate of the United States of America.<\/p>\n

“Fund<\/em><\/strong>” means any Person (other than a natural
\nperson) that is (or will be) engaged in making, purchasing, holding or otherwise
\ninvesting in commercial loans and similar extensions of credit in the ordinary
\ncourse of its activities.<\/p>\n

“GAAP<\/em><\/strong>” means generally accepted accounting
\nprinciples in the United States as in effect from time to time;
\nprovided<\/em> that in the event that any “Accounting Change” (as defined
\nbelow) shall occur and such change would otherwise result in a change in the
\nmethod of calculation of financial covenants, standards or terms in this
\nAgreement, then unless and until the Borrower, the Agent and the Majority
\nLenders mutually agree to adjustments to the terms hereof to reflect any such
\nAccounting Change, all financial covenants (including those contained in Article
\nV), standards and terms in this Agreement shall continue to be calculated or
\nconstrued as if such Accounting Changes had not occurred. “Accounting Changes”
\nrefers to changes in accounting principles required or permitted by the
\npromulgation of any rule, regulation, pronouncement or opinion by the Financial
\nAccounting Standards Board of the American Institute of Certified Public
\nAccountants or, if applicable, the Securities and Exchange Commission, and shall
\ninclude the adoption or implementation of International Financial Reporting
\nStandards or changes in lease accounting. In the event of an Accounting Change
\nthe Administrative Agent, the Majority Lenders and the Borrower shall negotiate
\nthe adjustments referred to in the proviso to the first sentence of this
\ndefinition in good faith.<\/p>\n

“Governmental Approval<\/em><\/strong>” means any authorization,
\nconsent, approval, license, franchise, lease, ruling, tariff, rate, permit,
\ncertificate, exemption of, or filing or registration with, any governmental
\nauthority or other legal or regulatory body.<\/p>\n

“Governmental Authority<\/em><\/strong>” means the government of
\nthe United States of America or any other nation, or of any political
\nsubdivision thereof, whether state or local, and any agency, authority,
\ninstrumentality, regulatory body, court, central bank or other entity exercising
\nexecutive, legislative, judicial, taxing, regulatory or administrative powers or
\nfunctions of or pertaining to government (including any supranational bodies
\nsuch as the European Union or the European Central Bank).<\/p>\n

12<\/p>\n

\n

“Hazardous Substance<\/em><\/strong>” means any waste, substance,
\nor material identified as hazardous, dangerous or toxic by any office, agency,
\ndepartment, commission, board, bureau, or instrumentality of the United States
\nor of the State or locality in which the same is located having or exercising
\njurisdiction over such waste, substance or material.<\/p>\n

“Hostile Acquisition<\/em><\/strong>” means any acquisition
\ninvolving a tender offer or proxy contest that has not been recommended or
\napproved by the board of directors (or similar governing body) of the Person
\nthat is the subject of such acquisition prior to the first public announcement
\nor disclosure relating to such acquisition.<\/p>\n

“Hybrid Securities<\/em><\/strong>” means any hybrid securities
\nconsisting of trust preferred securities or deferrable interest subordinated
\ndebt securities issued by the Borrower or any Subsidiary or financing vehicle of
\nthe Borrower that (i) has an original maturity of at least 20 years and (ii)
\nrequires no repayments or prepayments and no mandatory redemptions or
\nrepurchases, in each case, prior to at least ninety-one days after the
\noccurrence of the Termination Date.<\/p>\n

“Increasing Lender<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.6(d)<\/em><\/strong>.<\/p>\n

“Indemnified Person<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 8.4(b)<\/em><\/strong>.<\/p>\n

“Initial Advances<\/em><\/strong>” has the meaning assigned to that
\nterm in Section 2.6(d)(iii)<\/em><\/strong>.<\/p>\n

“Interest Period<\/em><\/strong>” means, for each Eurodollar Rate
\nAdvance made as part of the same Borrowing, the period commencing on the date of
\nsuch Eurodollar Rate Advance or the date of the Conversion of any Advance into
\nsuch a Eurodollar Rate Advance and ending on the last day of the period selected
\nby the Borrower pursuant to the provisions below and, thereafter, each
\nsubsequent period commencing on the last day of the immediately preceding
\nInterest Period and ending on the last day of the period selected by the
\nBorrower pursuant to the provisions below. The duration of each such Interest
\nPeriod shall be 1, 2, 3 or 6 months, as the Borrower may, upon notice received
\nby the Agent not later than 11:00 a.m. on the third Business Day prior to the
\nfirst day of such Interest Period, select; provided<\/em>, however<\/em>,
\nthat:<\/p>\n

(i) the Borrower may not select any Interest Period that ends after the
\nTermination Date;<\/p>\n

(ii) Interest Periods commencing on the same date for Advances comprising
\npart of the same Borrowing shall be of the same duration; and<\/p>\n

(iii) whenever the last day of any Interest Period would otherwise occur on a
\nday other than a Business Day, the last day of such Interest Period shall be
\nextended to occur on the next succeeding Business Day, provided, in the case of
\nany Interest Period for a Eurodollar Rate Advance, that if such extension would
\ncause the last day of such Interest Period to occur in the next following
\ncalendar month, the last day of such Interest Period shall occur on the next
\npreceding Business Day.<\/p>\n

13<\/p>\n

\n

“IPL<\/em><\/strong>” means Interstate Power and Light Company, an
\nIowa corporation.<\/p>\n

“ISP<\/em><\/strong>” has the meaning assigned to that term in
\nSection 8.10<\/em><\/strong>.<\/p>\n

“Joint Arrangers<\/em><\/strong>” means, collectively, Wells Fargo
\nSecurities, LLC, J.P. Morgan Securities LLC, Barclays Capital, the investment
\nbanking division of Barclays Bank PLC, Citigroup Global Markets Inc., Merrill
\nLynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., The Bank of
\nTokyo:Mitsubishi UFJ, Ltd. and UBS Securities LLC.<\/p>\n

“LC Fee<\/em><\/strong>” is defined in Section
\n2.5(c)<\/strong>.<\/p>\n

“LC Issuing Bank<\/em><\/strong>” means Wells Fargo and JPMorgan
\nChase Bank, N.A.<\/p>\n

“LC Outstandings<\/em><\/strong>” means, on any date of
\ndetermination, the sum of the undrawn stated amounts of all Letters of Credit
\nthat are outstanding on such date plus the aggregate principal amount of all
\nunpaid reimbursement obligations of the Borrower on such date with respect to
\npayments made by the LC Issuing Banks under Letters of Credit.<\/p>\n

“LC Payment Notice<\/em><\/strong>” is defined in
\nSection 2.4(d)<\/em><\/strong>.<\/p>\n

“LC Subcommitment<\/em><\/strong>” means $60,000,000 or, if less,
\nthe aggregate Commitments at the time of determination, as such may be reduced
\nat or prior to such time pursuant to the terms hereof.<\/p>\n

“Lender Assignment<\/em><\/strong>” means an assignment and
\nacceptance agreement entered into by a Lender and an Eligible Assignee, and
\naccepted by the Agent and the LC Issuing Banks, in substantially the form of
\nExhibit 8.7<\/em><\/strong>.<\/p>\n

“Lenders<\/em><\/strong>” means the Banks listed on the signature
\npages hereof, each Additional Lender and each Eligible Assignee that shall
\nbecome a party hereto pursuant to Section 8.7<\/em><\/strong>,
\nprovided<\/em>, that unless the context otherwise requires, each reference
\nherein to the Lenders shall be deemed to include the Swingline Lender in such
\ncapacity.<\/p>\n

“Letter of Credit<\/em><\/strong>” means any letter of credit
\nissued by any LC Issuing Bank pursuant to Section
\n2.4<\/em><\/strong>.<\/p>\n

“LIBOR Market Index Rate<\/em><\/strong>” means, for any day, an
\ninterest rate per annum for one month Dollar deposits as reported on Reuters
\nScreen LIBOR01 Page (or any successor page), on such day, or if such day is not
\na Business Day, then the immediately preceding Business Day (or if not so
\nreported, then as determined by the Agent from another recognized source or
\ninterbank quotation).<\/p>\n

“LIBOR Market Index Rate Advance<\/em><\/strong>” means a Swingline
\nAdvance that bears interest as provided in Section
\n2.8(c)<\/em><\/strong>.<\/p>\n

“Lien<\/em><\/strong>” has the meaning assigned to that term in
\nSection 5.2(a)<\/em><\/strong>.<\/p>\n

14<\/p>\n

\n

“Loan Documents<\/em><\/strong>” means (i) this Agreement, any
\nNotes issued pursuant to Section 2.16<\/em><\/strong>, and the Fee
\nLetters, (ii) all agreements, documents and instruments in favor of the Agent,
\nthe LC Issuing Banks or the Lenders (or the Agent on behalf of any LC Issuing
\nBank or the Lenders), and (iii) all other agreements, instruments and documents
\nnow or hereafter executed and\/or delivered pursuant hereto or thereto.<\/p>\n

“Majority Lenders<\/em><\/strong>” means, on any date of
\ndetermination, Lenders that, collectively, on such date (i) hold greater than
\n50% of the then Outstanding Credits and, (ii) if there are no Outstanding
\nCredits, have Percentages in the aggregate greater than 50%; provided<\/em>
\nthat the Outstanding Credits and Percentage held or deemed held by any
\nDefaulting Lender shall be excluded for purposes of making a determination of
\nMajority Lenders. Any determination of those Lenders constituting the Majority
\nLenders shall be made by the Agent and shall be conclusive and binding on all
\nparties absent manifest error.<\/p>\n

“Margin Stock<\/em><\/strong>” has the meaning assigned to that
\nterm in Regulation U of the Board of Governors of the Federal Reserve System.\n<\/p>\n

“Material Adverse Change<\/em><\/strong>” means (i) a material
\nadverse change in, or a material adverse effect upon, the operations, business,
\nproperties, liabilities (actual or contingent), or financial condition of the
\nBorrower or the Borrower and its Subsidiaries taken as a whole; (ii) a material
\nimpairment of the ability of the Borrower to perform its obligations under any
\nLoan Document to which it is a party; or (iii) a material adverse change upon
\nthe legality, validity, binding effect or enforceability against the Borrower of
\nany Loan Document to which it is a party.<\/p>\n

“Moody’s<\/em><\/strong>” means Moody’s Investors Service, Inc. or
\nany successor thereto.<\/p>\n

“Mortgage Bond Indentures<\/em><\/strong>” means the indentures
\nlisted on Schedule IV hereto.<\/p>\n

“Multiemployer Plan<\/em><\/strong>” means a “multiemployer plan”,
\nas defined in Section 4001(a)(3) of ERISA, which is subject to Title IV of ERISA
\nand to which the Borrower or any ERISA Affiliate of the Borrower is making or
\nhas an obligation to make contributions, or has within any of the preceding five
\nplan years made or had an obligation to make contributions.<\/p>\n

“Multiple Employer Plan<\/em><\/strong>” means a “single employer
\nplan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV
\nof ERISA and (i) is maintained for employees of the Borrower or an ERISA
\nAffiliate of the Borrower and at least one Person other than the Borrower and
\nits ERISA Affiliates or (ii) was so maintained and in respect of which the
\nBorrower or an ERISA Affiliate of the Borrower could have liability under
\nSection 4064 or 4069 of ERISA in the event such plan has been or were to be
\nterminated.<\/p>\n

“Non-Consenting Lender<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.19(a)<\/em><\/strong>.<\/p>\n

“Non-Performing Lender<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.4(e)<\/em><\/strong>.<\/p>\n

“Nonrecourse Debt<\/em><\/strong>” means Debt of any Subsidiary of
\nthe Borrower (i) as to which (A) the Borrower provides no credit support of any
\nkind (including any undertaking, agreement or instrument that would constitute
\nDebt), (B) the Borrower is not directly or indirectly liable as a guarantor or
\notherwise, (C) the Borrower is not the lender or other type of creditor, or (D)
\nthe<\/p>\n

15<\/p>\n

\n

relevant legal documents do not provide that the lenders or other type of
\ncreditors with respect thereto will have any recourse to the stock or assets of
\nthe Borrower and (ii) no default with respect to which would permit, upon
\nnotice, lapse of time or both, any holder of any other Debt (other than the
\nAdvances, any Note, or any extension, renewal, refinancing or replacement
\nthereof that does not increase the outstanding principal thereof) of the
\nBorrower to declare a default on such other Debt or cause the payment thereof to
\nbe accelerated or payable prior to its stated maturity. For the avoidance of
\ndoubt, if the Borrower provides credit support that is limited in its drawable
\namount for any portion of Debt of any Subsidiary of the Borrower that would be
\nconsidered Nonrecourse Debt but for the provision of such credit support, such
\nDebt shall be considered Nonrecourse Debt to the extent that it is not so
\nsupported.<\/p>\n

“Notes<\/em><\/strong>” means any or all of the Revolving Notes and
\nthe Swingline Note.<\/p>\n

“Notice of Borrowing<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.2(b)<\/em><\/strong>.<\/p>\n

“Notice of Swingline Borrowing<\/em><\/strong>” has the meaning
\nassigned to that term in Section 2.2(c)<\/em><\/strong>.<\/p>\n

“Notice of Conversion<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.11<\/em><\/strong>.<\/p>\n

“OECD<\/em><\/strong>” means the Organization for Economic
\nCooperation and Development.<\/p>\n

“OFAC<\/em><\/strong>” means the U.S. Department of the Treasury’s
\nOffice of Foreign Assets Control, and any successor thereto.<\/p>\n

“Other Taxes<\/em><\/strong>” has the meaning assigned to that term
\nin Section 2.17(b)<\/em><\/strong>.<\/p>\n

“Outstanding Credits<\/em><\/strong>” means, on any date of
\ndetermination, an amount equal to the sum of (i) the aggregate principal amount
\nof all Revolving Advances outstanding on such date, (ii) the aggregate principal
\namount of all Swingline Advances outstanding on such date, and (iii) the LC
\nOutstandings on such date.<\/p>\n

“Participant<\/em><\/strong>” has the meaning given to such term in
\nSection 8.7(c)<\/em><\/strong>.<\/p>\n

“Participant Register<\/em><\/strong>” has the meaning given to
\nsuch term in Section 8.7(c)<\/em><\/strong>.<\/p>\n

“PATRIOT Act<\/em><\/strong>” means the Uniting and Strengthening
\nAmerica by Providing Appropriate Tools Required to Intercept and Obstruct
\nTerrorism (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October
\n26, 2001)), as amended from time to time, and any successor statute, and all
\nrules and regulations from time to time promulgated thereunder.<\/p>\n

“PBGC<\/em><\/strong>” means the Pension Benefit Guaranty
\nCorporation (or any successor entity).<\/p>\n

“Percentage<\/em><\/strong>” means, for any Lender on any date of
\ndetermination, the percentage obtained by dividing such Lender’s Commitment on
\nsuch day by the Aggregate Commitment on such date, and multiplying the quotient
\nso obtained by 100.<\/p>\n

16<\/p>\n

\n

“Person<\/em><\/strong>” means an individual, partnership,
\ncorporation (including a business trust), limited liability company, joint stock
\ncompany, trust, unincorporated association, joint venture or other entity, or a
\ngovernment or any political subdivision or agency thereof.<\/p>\n

“Plan<\/em><\/strong>” means a Single Employer Plan or a Multiple
\nEmployer Plan.<\/p>\n

“Prime Rate<\/em><\/strong>” means, at any time, the rate of
\ninterest per annum publicly announced from time to time by the Agent as its
\nprime rate. Each change in the Prime Rate shall be effective as of the opening
\nof business on the day such change in such prime rate occurs. The parties hereto
\nacknowledge that the rate announced publicly by the Agent as its prime rate is
\nan index or base rate and shall not necessarily be its lowest or best rate
\ncharged to its customers or other banks.<\/p>\n

“Prior Termination Date<\/em><\/strong>” has the meaning assigned
\nto that term in Section 2.19(b)<\/em><\/strong>.<\/p>\n

“Recipient<\/em><\/strong>” means (i) the Agent, (ii) any Lender
\nand (ii) any LC Issuing Bank, as applicable.<\/p>\n

“Refunded Swingline Advances<\/em><\/strong>” has the meaning
\nassigned to that term in Section 2.2(d)<\/em><\/strong>.<\/p>\n

“Register<\/em><\/strong>” has the meaning assigned to that term in
\nSection 8.7(a)(iv)<\/em><\/strong>.<\/p>\n

“Related Parties<\/em><\/strong>” means, with respect to any
\nPerson, such Person’s Affiliates and the partners, directors, officers,
\nemployees, agents, trustees, administrators, managers, advisors and
\nrepresentatives of such Person and of such Person’s Affiliates.<\/p>\n

“Request for Issuance<\/em><\/strong>” means a request made
\npursuant to Section 2.4(a)<\/em><\/strong> in the form of
\nExhibit 2.4<\/em><\/strong>.<\/p>\n

“Requirement of Law<\/em><\/strong>” means, with respect to any
\nPerson, the charter, articles or certificate of organization or incorporation
\nand bylaws or other organizational or governing documents of such Person, and
\nany statute, law, treaty, rule, regulation, order, decree, writ, injunction or
\ndetermination of any arbitrator or court or other Governmental Authority, in
\neach case applicable to or binding upon such Person or any of its property or to
\nwhich such Person or any of its property is subject or otherwise pertaining to
\nany or all of the transactions contemplated by this Agreement and the other Loan
\nDocuments.<\/p>\n

“Resignation Effective Date<\/em><\/strong>” has the meaning
\nassigned to that term in Section 7.7<\/em><\/strong>.<\/p>\n

“Revolving Advances<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.1(a)<\/em><\/strong>.<\/p>\n

“Revolving Note<\/em><\/strong>” means a promissory note issued at
\nthe request of a Lender pursuant to Section 2.16<\/em><\/strong>, in
\nsubstantially the form of Exhibit 1.1(a)<\/em><\/strong> hereto,
\nevidencing the aggregate indebtedness of the Borrower to such Lender resulting
\nfrom the Revolving Advances made by such Lender.<\/p>\n

“S&P<\/em><\/strong>” means Standard & Poor’s Ratings
\nServices, a division of The McGraw-Hill Companies, Inc., or any successor
\nthereto.<\/p>\n

17<\/p>\n

\n

“Sanctioned Country<\/em><\/strong>” means a country subject to a
\nsanctions program identified on the list maintained by OFAC and available at
\nhttp:\/\/www.treas.gov\/offices\/eotffc\/ofac\/sanctions\/ index\/html<\/u>, or as
\notherwise published from time to time.<\/p>\n

“Sanctioned Person<\/em><\/strong>” means (i) a Person named on the
\nlist of Specially Designated Nationals or Blocked Persons maintained by OFAC
\navailable at http:\/\/www.treas.gov\/offices\/ eotffc\/ofac\/sdn\/index\/html<\/u>, or
\nas otherwise published from time to time, or (ii) (A) an agency of the
\ngovernment of a Sanctioned Country, (B) an organization controlled by a
\nSanctioned Country, or (C) a Person resident in a Sanctioned Country, to the
\nextent subject to a sanctions program administered by OFAC.<\/p>\n

“Senior Financial Officer<\/em><\/strong>” means the President, the
\nChief Executive Officer, the Chief Financial Officer or the Treasurer of the
\nBorrower.<\/p>\n

“Significant Subsidiary<\/em><\/strong>” means any Subsidiary of
\nthe Borrower that, on a consolidated basis with any of its Subsidiaries as of
\nany date of determination, accounts for more than 20% of the consolidated assets
\n(valued at book value) of the Borrower and its Subsidiaries.<\/p>\n

“Single Employer Plan<\/em><\/strong>” means a “single employer
\nplan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV
\nof ERISA and which (i) is maintained for employees of the Borrower or an ERISA
\nAffiliate of the Borrower and no Person other than the Borrower and its ERISA
\nAffiliates, or (ii) was so maintained and in respect of which the Borrower or an
\nERISA Affiliate of the Borrower could have liability under Section 4069 of ERISA
\nin the event such plan has been or were to be terminated.<\/p>\n

“Subsequent Advances<\/em><\/strong>” has the meaning assigned to
\nthat term in Section 2.6(d)(iii)<\/em><\/strong>.<\/p>\n

“Subsidiary<\/em><\/strong>” means, with respect to any Person, any
\ncorporation or unincorporated entity of which more than 50% of the outstanding
\nEquity Interests having ordinary voting power (irrespective of whether at the
\ntime Equity Interests of any other class or classes of such corporation or
\nentity shall or might have voting power upon the occurrence of any contingency)
\nis at the time owned by said Person, either directly or through one or more
\nother Subsidiaries. In the case of an unincorporated entity, a Person shall be
\ndeemed to have more than 50% of interests having ordinary voting power only if
\nsuch Person’s vote in respect of such interests comprises more than 50% of the
\ntotal voting power of all such interests in the unincorporated entity.<\/p>\n

“Swingline Advance<\/em><\/strong>” shall have the meaning given to
\nsuch term in Section 2.1(b)<\/em><\/strong>.<\/p>\n

“Swingline Commitment<\/em><\/strong>” means $60,000,000 or, if
\nless, the Aggregate Commitment at the time of determination, as such amount may
\nbe reduced.<\/p>\n

“Swingline Exposure<\/em><\/strong>” means, with respect to any
\nLender at any time, its maximum aggregate liability to make Refunded Swingline
\nAdvances pursuant to Section 2.2(d)<\/em><\/strong> or to purchase
\nparticipations pursuant to Section 2.2(e)<\/em><\/strong> in Swingline
\nAdvances that are outstanding at such time.<\/p>\n

18<\/p>\n

\n

“Swingline Lender<\/em><\/strong>” means Wells Fargo in its
\ncapacity as maker of Swingline Advances, and its successors in such capacity.\n<\/p>\n

“Swingline Termination Date<\/em><\/strong>” means the date that is
\nfive Business Days prior to the Termination Date.<\/p>\n

“Swingline Note<\/em><\/strong>” means a promissory note issued at
\nthe request of the Swingline Lender pursuant to Section
\n2.16<\/em><\/strong>, in substantially the form of Exhibit
\n1.1(b)<\/em><\/strong> hereto, evidencing the aggregate indebtedness of the
\nBorrower to such Lender resulting from Swingline Advances made by the Swingline
\nLender.<\/p>\n

“Taxes<\/em><\/strong>” has the meaning assigned to that term in
\nSection 2.17(a)<\/em><\/strong>.<\/p>\n

“Termination Date<\/em><\/strong>” means the earlier to occur of
\n(i) the fifth anniversary of the Amendment Effective Date (as such date may be
\nextended from time to time pursuant to Section 2.19<\/em><\/strong>);
\nprovided<\/em>, however<\/em>, that, in each case, if such date is not a
\nBusiness Day, the Termination Date shall be the immediately preceding Business
\nDay and (ii) the date of termination or reduction in whole of the Aggregate
\nCommitment pursuant to Section 2.6<\/em><\/strong> or
\nSection 6.1<\/em><\/strong>.<\/p>\n

“Type<\/em><\/strong>” has the meaning assigned to that term in
\nSection 2.2(a)<\/em><\/strong>.<\/p>\n

“Unmatured Default<\/em><\/strong>” means an event that, with the
\ngiving of notice or lapse of time, or both, would constitute an Event of
\nDefault.<\/p>\n

“Unutilized Swingline Commitment<\/em><\/strong>” means, with
\nrespect to the Swingline Lender at any time, the Swingline Commitment at such
\ntime less<\/em> the aggregate principal amount of all Swingline Advances that
\nare outstanding at such time.<\/p>\n

“Utilities<\/em><\/strong>” means, collectively, WPL and IPL.<\/p>\n

“Utility Facilities<\/em><\/strong>” means (i) the $300,000,000
\nThird Amended and Restated Five-Year Credit Agreement, dated the date hereof,
\namong IPL, the banks named therein and Wells Fargo, as administrative agent; and
\n(ii) the $400,000,000 Third Amended and Restated Five-Year Credit Agreement,
\ndated the date hereof, among WPL, the banks named therein and Wells Fargo, as
\nadministrative agent.<\/p>\n

“Wells Fargo<\/em><\/strong>” has the meaning assigned to that term
\nin the Preamble to this Agreement.<\/p>\n

“WPL<\/em><\/strong>” means Wisconsin Power and Light Company, a
\nWisconsin corporation.<\/p>\n

Section 1.2 Computation of Time Periods<\/em><\/strong>. Unless
\notherwise indicated, each reference in this Agreement to a specific time of day
\nis a reference to Charlotte, North Carolina time. In the computation of periods
\nof time under this Agreement, any period of a specified number of days or months
\nshall be computed by including the first day or month occurring during such
\nperiod and excluding the last such day or month. In the case of a period of time
\n“from” a specified date “to” or “until” a later specified date, the word “from”
\nmeans “from and including” and the words “to” and “until” each means “to but
\nexcluding”.<\/p>\n

19<\/p>\n

\n

Section 1.3 Computations of Outstandings<\/em><\/strong>. Whenever
\nreference is made in this Agreement to the “principal amount outstanding” on any
\ndate under this Agreement, such reference shall refer to the aggregate principal
\namount of all Advances outstanding on such date after giving effect to all
\nAdvances to be made on such date and the application of the proceeds thereof.\n<\/p>\n

Section 1.4 Accounting Terms<\/em><\/strong>. Except as otherwise
\nexpressly provided herein, all accounting terms used herein shall be
\ninterpreted, and all financial statements and certificates and reports as to
\nfinancial matters required to be delivered to the Lenders hereunder shall be
\nprepared, in accordance with accounting principles generally accepted in the
\nUnited States of America (“GAAP<\/em><\/strong>“) applied on a
\nconsistent basis. With respect to (and only with respect to) determining
\ncompliance with this Agreement, all calculations shall (except as otherwise
\nexpressly provided herein) be made by application of GAAP applied on a basis
\nconsistent with the most recent annual or quarterly financial statements
\ndelivered pursuant to Section 5.1(h) <\/em><\/strong>(or prior to the
\ndelivery of the first financial statements pursuant to Section
\n5.1(h)<\/em><\/strong>, consistent with the financial statements described in
\nSection 4.1(f)<\/em><\/strong>); provided<\/em>, however<\/em>,
\nif (i) the Borrower shall object to determining such compliance on such basis at
\nthe time of delivery of such financial statements due to any change in GAAP or
\nthe rules promulgated with respect thereto or (ii) the Agent or the Majority
\nLenders shall so object in writing within thirty days after delivery of such
\nfinancial statements, then such calculations shall be made on a basis consistent
\nwith the most recent financial statements delivered by the Borrower to the
\nLenders as to which no such objection shall have been made.<\/p>\n

Section 1.5 Terms Generally<\/em><\/strong>. The definitions of
\nterms herein shall apply equally to the singular and plural forms of the terms
\ndefined. Whenever the context may require, any pronoun shall include the
\ncorresponding masculine, feminine and neuter forms. The words “include”,
\n“includes” and “including” shall be deemed to be followed by the phrase “without
\nlimitation”. The word “will” shall be construed to have the same meaning and
\neffect as the word “shall”. Unless the context requires otherwise (a) any
\ndefinition of or reference to any agreement, instrument or other document herein
\nshall be construed as referring to such agreement, instrument or other document
\nas from time to time amended, supplemented or otherwise modified (subject to any
\nrestrictions on such amendments, supplements or modifications set forth herein),
\n(b) any reference herein to any Person shall be construed to include such
\nPerson’s successors and assigns, (c) the words “herein”, “hereof and
\n“hereunder”, and words of similar import, shall be construed to refer to this
\nAgreement in its entirety and not to any particular provision hereof, (d) all
\nreferences herein to Articles, Sections, Exhibits and Schedules shall be
\nconstrued to refer to Articles and Sections of, and Exhibits and Schedules to,
\nthis Agreement, (e) any reference to any law or regulation herein shall, unless
\notherwise specified, refer to such law or regulation as amended, modified or
\nsupplemented from time to time, and (f) the words “asset” and “property” shall
\nbe construed to have the same meaning and effect and to refer to any and all
\ntangible and intangible assets and properties, including cash, securities,
\naccounts and contract rights.<\/p>\n

20<\/p>\n

\n

ARTICLE II <\/strong><\/p>\n

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT
\n<\/strong><\/p>\n

Section 2.1 The Advances<\/em><\/strong>.<\/p>\n

(a) Each Lender severally agrees, on the terms and conditions hereinafter set
\nforth, to make advances (each, a “Revolving Advance<\/em><\/strong>”
\nand collectively, the “Revolving Advances<\/em><\/strong>“) to the
\nBorrower from time to time, during the period from and including the date
\nhereof, to and up to, but excluding, the Termination Date, in an aggregate
\noutstanding amount not to exceed at any time such Lender’s Available Commitment,
\nprovided<\/em> that no Borrowing of Revolving Advances shall be made if,
\nimmediately after giving effect thereto (and to any concurrent repayment of
\nSwingline Advances with proceeds of Revolving Advances made pursuant to such
\nBorrowing), the Outstanding Credits would exceed the Commitments as reduced by
\nan amount equal to the difference of (A) the Commitment of any Defaulting Lender
\nminus (B) the principal amount of such Defaulting Lenders’ outstanding funded
\nOutstanding Credits. Each Borrowing shall be in an aggregate amount not less
\nthan $5,000,000 (or, if lower, the amount of the Aggregate Available Commitment)
\nor an integral multiple of $1,000,000 in excess thereof and shall consist of
\nAdvances of the same Type made on the same day by the Lenders ratably according
\nto their respective Percentages. Within the limits of each Lender’s Commitment
\nand as hereinabove and hereinafter provided, the Borrower may request Borrowings
\nhereunder, and repay or prepay Revolving Advances pursuant to
\nSection 2.12 <\/em><\/strong>and utilize the resulting increase in the
\nAggregate Available Commitment for further Extensions of Credit in accordance
\nwith the terms hereof.<\/p>\n

(b) The Swingline Lender agrees, on the terms and conditions hereinafter set
\nforth, to make advances (each, a “Swingline Advance<\/em><\/strong>,”
\nand collectively, the “Swingline Advances<\/em><\/strong>“) to the
\nBorrower, during the period from and including the date hereof, to and up to,
\nbut excluding, the Swingline Termination Date (or, if earlier, the Termination
\nDate), in an aggregate principal amount at any time outstanding not exceeding
\nthe Swingline Commitment. Swingline Advances may be made even if the aggregate
\nprincipal amount of Swingline Advances outstanding at any time, when added to
\nthe aggregate principal amount of the Revolving Advances made by the Swingline
\nLender in its capacity as a Lender outstanding at such time and its Percentage
\nof the LC Outstandings at such time, would exceed the Swingline Lender’s own
\nCommitment at such time, but provided <\/em>that no Borrowing of Swingline
\nAdvances shall be made if, (i) immediately after giving effect thereto, the
\nOutstanding Credits would exceed the Aggregate Commitment at such time (as
\nreduced by an amount equal to the difference of (A) the Commitment of any
\nDefaulting Lender minus (B) the principal amount of such Defaulting Lenders’
\nfunded Outstanding Credits) or (ii) any Lender is at such time a Designated
\nLender hereunder, unless the Swingline Lender has entered into satisfactory
\narrangements, including, without limitation, the posting of Cash Collateral,
\nwith the Borrower or such Lender to eliminate the Swingline Lender’s Fronting
\nExposure (after giving effect to Section 2.21(a)(iv)<\/em><\/strong>)
\nrisk with respect to such Lender.<\/p>\n

Section 2.2 Making the Advances<\/em><\/strong>.<\/p>\n

(a) The Revolving Advances (together with the Swingline Advances, a
\n“Class<\/em><\/strong>” of Loan) shall, at the option of the Borrower
\nand subject to the terms and conditions of this Agreement, be either a Base Rate
\nAdvance or Eurodollar Rate Advance (each, a “Type<\/em><\/strong>” of
\nAdvance). The Swingline Advances shall be made and maintained as LIBOR Market
\nIndex Rate Advances at all times.<\/p>\n

21<\/p>\n

\n

(b) In order to make a Borrowing (other than (w) Borrowings of Swingline
\nAdvances, which shall be made pursuant to Section
\n2.2(c)<\/em><\/strong>, (y) Borrowings for the purpose of repaying Refunded
\nSwingline Advances, which shall be made pursuant to Section
\n2.2(d)<\/em><\/strong>, or (z) conversions of outstanding Advances made pursuant
\nto Section 2.11<\/em><\/strong>), the Borrower will give the Agent
\nwritten notice not later than 11:00 a.m. (i) on the third Business Day prior to
\nthe date of the proposed Borrowing, in the case of a Borrowing comprised of
\nEurodollar Rate Advances and (ii) not later than 10:00 a.m. on the date of the
\nproposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances.
\nEach such notice of a Borrowing (a “Notice of
\nBorrowing<\/em><\/strong>“) shall be by facsimile or email (in accordance with
\nprocedures prescribed by the Agent), in substantially the form of
\nExhibit 2.2(b)<\/em><\/strong> hereto, specifying therein the
\nrequested (A) date of such Borrowing, (B) Type of Advances comprising such
\nBorrowing, (C) aggregate amount of such Borrowing and (D) in the case of a
\nBorrowing comprised of Eurodollar Rate Advances, the initial Interest Period for
\neach such Advance. Each Lender shall, before (x) 12:00 noon on the date of such
\nBorrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and
\n(y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing
\ncomprised of Base Rate Advances, make available for the account of its
\nApplicable Lending Office to the Agent at its address referred to in
\nSection 8.2<\/em><\/strong>, in same day funds, such Lender’s
\nPercentage of such Borrowing. After the Agent’s receipt of such funds and upon
\nfulfillment of the applicable conditions set forth in Article
\nIII<\/em><\/strong>, the Agent will promptly make such funds available to the
\nBorrower by means of a credit or wire transfer to the account specified in
\nwriting by the Borrower.<\/p>\n

(c) In order to make a Borrowing of a Swingline Advance, the Borrower will
\ngive the Agent (and the Swingline Lender, if the Swingline Lender is not also
\nthe Agent) written notice not later than 2:00 p.m. on the date of such
\nBorrowing. Each such notice of a Borrowing (a “Notice of Swingline
\nBorrowing<\/em><\/strong>“) shall be by facsimile or email (in accordance with
\nprocedures prescribed by the Agent), in substantially the form of
\nExhibit 2.2(c)<\/em><\/strong> hereto, specifying therein the
\nrequested (A) date of such Borrowing, and (B) aggregate amount of such Swingline
\nAdvance to be made pursuant to such Borrowing (which shall not be less than
\n$1,000,000 and, if greater, shall be in an integral multiple of $500,000 in
\nexcess thereof (or, if less, in the amount of the Unutilized Swingline
\nCommitment)). Not later than 4:00 p.m. on the date of such Borrowing, the
\nSwingline Lender will make available for the account of its Applicable Lending
\nOffice to the Agent at its address referred to in Section
\n8.2<\/em><\/strong>, in same day funds, an amount equal to the amount of the
\nrequested Swingline Advance. After the Agent’s receipt of such funds and upon
\nfulfillment of the applicable conditions set forth in Article
\nIII<\/em><\/strong>, the Agent will promptly make such funds available to the
\nBorrower by means of a credit or wire transfer to the account specified in
\nwriting by the Borrower.<\/p>\n

(d) With respect to any outstanding Swingline Advances, the Swingline Lender
\nmay at any time (whether or not any Unmatured Default or Event of Default has
\noccurred and is continuing) in its sole and absolute discretion, and is hereby
\nauthorized and empowered by the Borrower to, cause a Revolving Advance to be
\nmade for the purpose of repaying such Swingline Advances by delivering to the
\nAgent (if the Agent is not also the Swingline Lender) and each<\/p>\n

22<\/p>\n

\n

other Lender (on behalf of, and with a copy to, the Borrower), not later than
\n11:00 a.m. one Business Day prior to the proposed date of such Borrowing
\ntherefor, a notice (which shall be deemed to be a Notice of Borrowing given by
\nthe Borrower) requesting the Lenders to make Revolving Advances (which shall be
\nmade initially as Base Rate Advances) on such date of Borrowing in an aggregate
\namount equal to the amount of such Swingline Advances (the
\n“Refunded Swingline Advances<\/em><\/strong>“) outstanding on the date
\nsuch notice is given that the Swingline Lender requests to be repaid. Not later
\nthan 1:00 p.m. on the requested date of such Borrowing, each Lender (other than
\nthe Swingline Lender) will make available for the account of its Applicable
\nLending Office to the Agent at its address referred to in Section
\n8.2<\/em><\/strong>, in same day funds, such Lender’s Percentage of such
\nBorrowing. To the extent the Lenders have made such amounts available to the
\nAgent as provided hereinabove, the Agent will make the aggregate of such amounts
\navailable to the Swingline Lender in like funds as received by the Agent, which
\nshall apply such amounts in repayment of the Refunded Swingline Advances.
\nNotwithstanding any provision of this Agreement to the contrary, on the relevant
\ndate of such Borrowing, the Refunded Swingline Advances (including the Swingline
\nLender’s Percentage thereof, in its capacity as a Lender) shall be deemed to be
\nrepaid with the proceeds of the Revolving Advances made as provided above
\n(including a Revolving Advance deemed to have been made by the Swingline
\nLender), and such Refunded Swingline Advances deemed to be so repaid shall no
\nlonger be outstanding as Swingline Advances but shall be outstanding as
\nRevolving Advances. If any portion of any such amount repaid (or deemed to be
\nrepaid) to the Swingline Lender shall be recovered by or on behalf of the
\nBorrower from the Swingline Lender in any bankruptcy, insolvency or similar
\nproceeding or otherwise, the loss of the amount so recovered shall be shared
\nratably among all the Lenders in the manner contemplated by Section
\n2.18<\/em><\/strong>.<\/p>\n

(e) If, as a result of any bankruptcy, insolvency or similar proceeding with
\nrespect to the Borrower, Revolving Advances are not made pursuant to
\nSection 2.2(d)<\/em><\/strong> in an amount sufficient to repay any
\namounts owed to the Swingline Lender in respect of any outstanding Swingline
\nAdvances, or if the Swingline Lender is otherwise precluded for any reason from
\ngiving a notice on behalf of the Borrower as provided for hereinabove, the
\nSwingline Lender shall be deemed to have sold without recourse, representation
\nor warranty (except for the absence of Liens thereon created, incurred or
\nsuffered to exist by, through or under the Swingline Lender), and each Lender
\nshall be deemed to have purchased and hereby agrees to purchase, a participation
\nin such outstanding Swingline Advances in an amount equal to its Percentage of
\nthe unpaid amount thereof together with accrued interest thereon. Upon one
\nBusiness Day’s prior notice from the Swingline Lender, each Lender (other than
\nthe Swingline Lender) will make available for the account of its Applicable
\nLending Office to the Agent at its address referred to in Section
\n8.2<\/em><\/strong>, in same day funds, such Lender’s respective participation. To
\nthe extent the Lenders have made such amounts available to the Agent as provided
\nhereinabove, the Agent will make the aggregate of such amounts available to the
\nSwingline Lender in like funds as received by the Agent. In the event any such
\nLender fails to make available to the Agent the amount of such Lender’s
\nparticipation as provided in this Section 2.2(e)<\/em><\/strong>, the
\nSwingline Lender shall be entitled to recover such amount on demand from such
\nLender, together with interest thereon for each day from the date such amount is
\nrequired to be made available for the account of the Swingline Lender until the
\ndate such amount is made available to the Swingline Lender at the Federal Funds
\nRate for the first three Business Days and thereafter at the Applicable Rate for
\nBase Rate Advances. Promptly following its receipt of any payment by or on
\nbehalf of the Borrower in respect of a Swingline Advance, the Swingline Lender
\nwill pay to each Lender that has acquired a participation therein such Lender’s
\nratable share of such payment.<\/p>\n

23<\/p>\n

\n

(f) Notwithstanding any provision of this Agreement to the contrary, the
\nobligation of each Lender (other than the Swingline Lender) to make Revolving
\nAdvances for the purpose of repaying any Refunded Swingline Advances pursuant to
\nSection 2.2(d)<\/em><\/strong> and each such Lender’s obligation to
\npurchase a participation in any unpaid Swingline Advances pursuant to
\nSection 2.2(e)<\/em><\/strong> shall be absolute and unconditional and
\nshall not be affected by any circumstance or event whatsoever, including,
\nwithout limitation, (i) any set-off, counterclaim, recoupment, defense or other
\nright that such Lender may have against the Swingline Lender, the Agent, the
\nBorrower or any other Person for any reason whatsoever, (ii) the occurrence or
\ncontinuance of any Unmatured Default or Event of Default, (iii) the failure of
\nthe amount of such Borrowing of Revolving Advances to meet the minimum Borrowing
\namount specified in Section 2.1(a)<\/em><\/strong>, or (iv) the
\nfailure of any conditions set forth in Section 3.2<\/em><\/strong> or
\nelsewhere herein to be satisfied.<\/p>\n

(g) Each Notice of Borrowing and Notice of Swingline Borrowing shall be
\nirrevocable and binding on the Borrower. In the case of any Borrowing which the
\nrelated Notice of Borrowing specifies is to be comprised of Eurodollar Rate
\nAdvances, the Borrower shall indemnify each Lender against any loss, cost or
\nexpense incurred by such Lender as a result of any failure to fulfill on or
\nbefore the date specified in such Notice of Borrowing for such Borrowing the
\napplicable conditions set forth in Article III<\/em><\/strong>,
\nincluding, without limitation, any loss, cost or expense incurred by reason of
\nthe liquidation or reemployment of deposits or other funds acquired by such
\nLender to fund the Eurodollar Rate Advance to be made by such Lender as part of
\nsuch Borrowing when such Advance, as a result of such failure, is not made on
\nsuch date.<\/p>\n

Section 2.3 Funding Reliance<\/em><\/strong>.<\/p>\n

(a) Unless the Agent shall have received notice from a Lender prior to the
\ntime of any Borrowing that such Lender will not make available to the Agent such
\nLender’s Advance as part of such Borrowing, the Agent may assume that such
\nLender has made such Advance available to the Agent on the time of such
\nBorrowing in accordance with Section 2.2 <\/em><\/strong>and the Agent
\nmay, in reliance upon such assumption, make available to the Borrower on such
\ntime a corresponding amount. If and to the extent that such Lender shall not
\nhave so made such Advance available to the Agent, such Lender and the Borrower
\nseverally agree to repay to the Agent forthwith on demand such corresponding
\namount, together with interest thereon, for each day from the time such amount
\nis made available to the Borrower until the time such amount is repaid to the
\nAgent, at (i) in the case of the Borrower, the interest rate applicable at the
\ntime to Advances comprising such Borrowing and (ii) in the case of such Lender,
\nthe Federal Funds Rate. If such Lender shall repay to the Agent such
\ncorresponding amount, such amount so repaid shall constitute such Lender’s
\nAdvance as part of such Borrowing for purposes of this Agreement.<\/p>\n

(b) The failure of any Lender to make the Advance to be made by it as part of
\nany Borrowing shall not relieve any other Lender of its obligation, if any,
\nhereunder to make its Advance on the date of such Borrowing, but no Lender shall
\nbe responsible for the failure of any other Lender to make the Advance to be
\nmade by such other Lender on the date of any Borrowing.<\/p>\n

24<\/p>\n

\n

Section 2.4 Letters of Credit<\/em><\/strong>.<\/p>\n

(a) Subject to the terms and conditions hereof, so long as no Unmatured
\nDefault or Event of Default has occurred and is continuing, each Letter of
\nCredit shall be issued (or the stated maturity thereof extended or terms thereof
\nmodified or amended) on not less than two Business Days’ prior notice thereof by
\ndelivery of a Request for Issuance to the Agent and the applicable LC Issuing
\nBank substantially in the form attached hereto in Exhibit
\n2.4<\/em><\/strong>. Each Request for Issuance shall specify a statement of
\ndrawing conditions applicable to such Letter of Credit, and if such Request for
\nIssuance relates to an amendment or modification of a Letter of Credit, it shall
\nbe accompanied by the consent of the beneficiary of the Letter of Credit
\nthereto. The expiry of such Letter of Credit shall be no later than the earlier
\nof (i) five Business Days’ prior to the Termination Date and (ii) one year after
\nits date of issuance; provided<\/em>, however<\/em>, that a Letter of
\nCredit may, if requested by the Borrower, provide by its terms, and on terms
\nacceptable to the applicable LC Issuing Bank, for renewal for successive periods
\nof one year or less (but not beyond the date five Business Days prior to the
\napplicable Termination Date), unless and until such LC Issuing Bank shall have
\ndelivered a notice of nonrenewal to the beneficiary of such Letter of Credit.
\nEach Request for Issuance shall be irrevocable unless modified or rescinded by
\nthe Borrower not less than one day prior to the proposed date of issuance (or
\neffectiveness) specified therein. Not later than 12:00 noon on the proposed date
\nof issuance (or effectiveness) specified in such Request for Issuance, and upon
\nfulfillment of the applicable conditions precedent and the other requirements
\nset forth herein, the applicable LC Issuing Bank shall issue (or extend, amend
\nor modify) such Letter of Credit and provide notice and a copy thereof to the
\nAgent, which shall promptly furnish copies thereof to the Lenders.<\/p>\n

(b) No Letter of Credit shall be requested or issued hereunder if, (i) after
\nthe issuance thereof, (A) the Outstanding Credits would exceed the Aggregate
\nCommitments (as reduced by an amount equal to the difference of (x) the
\nCommitment of any Defaulting Lender minus (y) the principal amount of such
\nDefaulting Lenders’ funded Outstanding Credits), (B) the LC Outstandings would
\nexceed the LC Subcommitment or (C) the aggregate Credit Exposure would exceed
\nthe Aggregate Commitment, or (ii) any Lender is at such time a Designated Lender
\nhereunder, unless the applicable LC Issuing Bank has entered into satisfactory
\narrangements, including, without limitation, the posting of Cash Collateral,
\nwith the Borrower or such Lender to eliminate such LC Issuing Bank’s Fronting
\nExposure with respect to such Lender.<\/p>\n

(c) The Borrower hereby agrees to pay to the Agent for the account of the
\napplicable LC Issuing Bank and, if they shall have purchased participations in
\nthe reimbursement obligations of the Borrower pursuant to Section
\n2.4(d)<\/em><\/strong>, the Lenders, on demand made by the applicable LC Issuing
\nBank to the Borrower, on and after each date on which such LC Issuing Bank shall
\npay any amount under any Letter of Credit issued by such LC Issuing Bank, a sum
\nequal to the amount so paid plus interest on such amount from the date so paid
\nby such LC Issuing Bank until repayment to such LC Issuing Bank in full at a
\nfluctuating interest rate per annum equal to the interest rate applicable to
\nBase Rate Advances plus, if any amount paid by such LC Issuing Bank under a
\nLetter of Credit is not reimbursed by the Borrower within three Business Days,
\n2%.<\/p>\n

25<\/p>\n

\n

(d) Immediately upon the issuance of any Letter of Credit, the applicable LC
\nIssuing Bank shall be deemed to have sold and transferred to each Lender, and
\neach Lender shall be deemed irrevocably and unconditionally to have purchased
\nand received from such LC Issuing Bank, without recourse or warranty, an
\nundivided interest and participation, pro rata (based on such Lender’s
\nPercentage), in such Letter of Credit, each drawing made thereunder and the
\nobligations of the Borrower under this Agreement with respect thereto (other
\nthan the fees payable by the Borrower to such LC Issuing Bank). If the
\napplicable LC Issuing Bank shall not have been reimbursed in full for any
\npayment made by such LC Issuing Bank under a Letter of Credit issued by such LC
\nIssuing Bank on the date of such payment, such LC Issuing Bank shall give the
\nAgent and each Lender prompt notice thereof (an “LC Payment
\nNotice<\/em><\/strong>“) no later than 12:00 noon on the Business Day immediately
\nsucceeding the date of such payment by such LC Issuing Bank. Each Lender
\nseverally agrees, absolutely and unconditionally, to pay to the Agent for the
\naccount of the applicable LC Issuing Bank an amount equal to such Lender’s
\nPercentage of such unreimbursed amount paid by such LC Issuing Bank, plus
\ninterest on such amount at a rate per annum equal to the Federal Funds Rate from
\nthe date of the payment by such LC Issuing Bank to the date of payment to such
\nLC Issuing Bank by such Lender. Each such payment by a Lender shall be made not
\nlater than 3:00 p.m. on the later to occur of (i) the Business Day immediately
\nfollowing the date of such payment by the applicable LC Issuing Bank and (ii)
\nthe Business Day on which such Lender shall have received an LC Payment Notice
\nfrom such LC Issuing Bank. Each Lender’s obligation to make each such payment to
\nthe Agent for the account of the applicable LC Issuing Bank shall be several and
\nshall not be affected by the occurrence or continuance of an Unmatured Default
\nor Event of Default or the failure of any other Lender to make any payment under
\nthis Section 2.4(d) <\/em><\/strong>or the failure of such LC Issuing
\nBank to provide the LC Payment Notice by 12:00 noon on the Business Day
\nimmediately succeeding the date of payment under a Letter of Credit by such LC
\nIssuing Bank. Upon any change in the Commitment of any Lender, with respect to
\nall outstanding Letters of Credit and reimbursement obligations there shall be
\nan automatic adjustment to the participations pursuant to this
\nSection 2.4(d) <\/em><\/strong>to reflect the new Percentages of the
\nLenders.<\/p>\n

(e) The failure of any Lender to make any payment to the Agent for the
\naccount of the applicable LC Issuing Bank in accordance with
\nSection 2.4(d) <\/em><\/strong>shall not relieve any other Lender of
\nits obligation to make payment, but no Lender shall be responsible for the
\nfailure of any other Lender. If any Lender (a “Non-Performing
\nLender<\/em><\/strong>“) shall fail to make any payment to the Agent for the
\naccount of the applicable LC Issuing Bank in accordance with
\nSection 2.4(d) <\/em><\/strong>within five Business Days after the LC
\nPayment Notice relating thereto, then, for so long as such failure shall
\ncontinue, such LC Issuing Bank shall be deemed, for purposes of
\nSection 8.1 <\/em><\/strong>and Article VI
\n<\/em><\/strong>hereof, to be a Lender owed a Borrowing in an amount equal to the
\noutstanding principal amount due and payable by such Non-Performing Lender to
\nthe Agent for the account of such LC Issuing Bank pursuant to
\nSection 2.4(d)<\/em><\/strong>. Any Non-Performing Lender and the
\nBorrower (without waiving any claim against such Lender for such Lender’s
\nfailure to purchase a participation in the reimbursement obligations of the
\nBorrower under Section 2.4(d)<\/em><\/strong>) severally agree to pay
\nto the Agent for the account of the applicable LC Issuing Bank forthwith on
\ndemand such amount, together with interest thereon for each day from the date
\nsuch Lender would have purchased its participation had it complied with the
\nrequirements of Section 2.4(d) <\/em><\/strong>until the date such
\namount is paid to the Agent at (i) in the case of the Borrower, the interest
\nrate applicable at the time to Base Rate Advances and (ii) in the case of such
\nLender, the rate applicable to Base Rate Advances plus 1%.<\/p>\n

26<\/p>\n

\n

(f) The payment obligations of each Lender under Section
\n2.4(d)<\/em><\/strong> and of the Borrower under this Agreement in respect of any
\npayment under any Letter of Credit by any LC Issuing Bank shall be unconditional
\nand irrevocable, and shall be paid strictly in accordance with the terms of this
\nAgreement under all circumstances, including, without limitation, the following
\ncircumstances:<\/p>\n

(i) any lack of validity or enforceability of this Agreement, any other Loan
\nDocument or any other agreement or instrument relating thereto or to such Letter
\nof Credit;<\/p>\n

(ii) any amendment or waiver of, or any consent to departure from, the terms
\nof this Agreement, any other Loan Document or such Letter of Credit;<\/p>\n

(iii) the existence of any claim, set-off, defense or other right which the
\nBorrower may have at any time against any beneficiary, or any transferee, of
\nsuch Letter of Credit (or any Persons for whom any such beneficiary or any such
\ntransferee may be acting), any LC Issuing Bank, the Agent, any Lender or any
\nother Person, whether in connection with this Agreement, the transactions
\ncontemplated hereby, thereby or by such Letter of Credit, or any unrelated
\ntransaction;<\/p>\n

(iv) any statement or any other document presented under such Letter of
\nCredit reasonably proving to be forged, fraudulent, invalid or insufficient in
\nany respect or any statement therein being untrue or inaccurate in any respect;\n<\/p>\n

(v) payment in good faith by any LC Issuing Bank under the Letter of Credit
\nissued by such LC Issuing Bank against presentation of a draft or certificate
\nthat does not comply with the terms of such Letter of Credit; or<\/p>\n

(vi) any other circumstance or happening whatsoever, whether or not similar
\nto any of the foregoing.<\/p>\n

(g) The Borrower assumes all risks of the acts and omissions of any
\nbeneficiary or transferee of any Letter of Credit. Neither the LC Issuing Banks,
\nthe Lenders nor any of their Related Parties shall be liable or responsible for
\n(i) the use that may be made of such Letter of Credit or any acts or omissions
\nof any beneficiary or transferee thereof in connection therewith; (ii) the
\nvalidity, sufficiency or genuineness of documents, or of any endorsement
\nthereon, even if such documents should prove to be in any or all respects
\ninvalid, insufficient, fraudulent or forged; (iii) payment by the applicable LC
\nIssuing Bank against presentation of documents that do not comply with the terms
\nof such Letter of Credit, including failure of any documents to bear any
\nreference or adequate reference to such Letter of Credit; or (iv) any other
\ncircumstances whatsoever in making or failing to make payment under such Letter
\nof Credit. Notwithstanding any provision to the contrary contained in any Loan
\nDocument, the Borrower and each Lender shall have the right to bring suit
\nagainst any LC Issuing Bank, and such LC Issuing Bank shall be liable to the
\nBorrower and any Lender, to the extent of any direct, as opposed to
\nconsequential, damages suffered by the Borrower or such Lender which the
\nBorrower or such Lender proves were caused by such LC Issuing Bank’s willful
\nmisconduct or gross negligence, including, in the case of the Borrower, such LC
\nIssuing Bank’s willful failure to make timely payment under such<\/p>\n

27<\/p>\n

\n

Letter of Credit following the presentation to it by the beneficiary thereof
\nof a draft and accompanying certificate(s) that strictly comply with the terms
\nand conditions of such Letter of Credit. In furtherance and not in limitation of
\nthe foregoing, each LC Issuing Bank may accept sight drafts and accompanying
\ncertificates presented under the Letter of Credit issued by such LC Issuing Bank
\nthat appear on their face to be in order, without responsibility for further
\ninvestigation, regardless of any notice or information to the contrary, and
\npayment against such documents shall not constitute willful misconduct or gross
\nnegligence by such LC Issuing Bank. Notwithstanding the foregoing, no Lender
\nshall be obligated to indemnify the Borrower for damages caused by any LC
\nIssuing Bank’s willful misconduct or gross negligence.<\/p>\n

(h) If any Letter of Credit contains a provision pursuant to which it is
\ndeemed to be automatically renewed unless notice of termination of such Letter
\nof Credit is given by the applicable LC Issuing Bank, such LC Issuing Bank shall
\ntimely give notice of termination if (i) as of close of business on the
\nseventeenth day prior to the last day upon which the LC Issuing Bank’s notice of
\ntermination may be given to the beneficiaries of such Letter of Credit, the LC
\nIssuing Bank has received a notice of termination from the Borrower or a notice
\nfrom the Agent that the conditions to issuance of such Letter of Credit have not
\nbeen satisfied or (ii) the renewed Letter of Credit would have a term not
\npermitted by Section 2.4(a)<\/em><\/strong>.<\/p>\n

(i) If (i) as of the Termination Date, any Letter of Credit may for any
\nreason remain outstanding, or (ii) at any time, the aggregate Outstanding
\nCredits shall exceed the Aggregate Commitment (after giving effect to any
\nconcurrent termination or reduction thereof), the Borrower shall (A) deliver to
\nthe Agent as cash collateral an amount in cash equal to the aggregate LC
\nOutstandings (whether or not any beneficiary under any Letter of Credit shall
\nhave drawn or be entitled at such time to draw thereunder) or, in the case of
\nclause (ii) above, an amount in cash equal to such excess or (B) shall make some
\nother arrangements to provide credit support for such Letters of Credit
\nreasonably satisfactory to the Agent and the applicable LC Issuing Bank. The
\nAgent shall deposit such cash in a special collateral account of the Borrower
\npursuant to arrangements satisfactory to the Agent (such account, the
\n“Cash Collateral Account<\/em><\/strong>“) for the benefit of the
\nAgent, the LC Issuing Banks and the Lenders. Such Cash Collateral Account shall
\nat all times be free and clear of all rights or claims of third parties. The
\nCash Collateral Account shall be maintained with the Agent in the name of, and
\nunder the sole dominion and control of, the Agent, and amounts deposited in the
\nCash Collateral Account shall bear interest at a rate equal to the rate
\ngenerally offered by Wells Fargo for deposits equal to the amount deposited by
\nthe Borrower in the Cash Collateral Account, for a term to be determined by the
\nAgent, in its sole discretion. The Borrower hereby grants to the Agent for the
\nbenefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to
\nthe Agent for the benefit of LC Issuing Banks and the Lenders all of its right,
\ntitle and interest in, the Cash Collateral Account and all funds from time to
\ntime on deposit therein to secure its reimbursement obligations in respect of
\nLetters of Credit. If any drawings then outstanding or thereafter made are not
\nreimbursed in full immediately upon demand or, in the case of subsequent
\ndrawings, upon being made, then, in any such event, the Agent may apply the
\namounts then on deposit in the Cash Collateral Account, toward the payment in
\nfull of any of the obligations as and when such obligations shall become due and
\npayable. Any amounts remaining in the Cash Collateral Account (including
\ninterest) after the expiration of all Letters of Credit and reimbursement in
\nfull of the LC Issuing Banks for all of its obligations thereunder shall be held
\nby the Agent, for the benefit of the Borrower, to be applied against the
\nOutstanding Credits, together with expenses<\/p>\n

28<\/p>\n

\n

related thereto and accrued interest thereon, in such order and manner as the
\nAgent may direct. If the Borrower is required to provide cash collateral in the
\ncase of clause (ii) above, such amount (including interest), to the extent not
\napplied as aforesaid, shall be returned to the Borrower on demand,
\nprovided<\/em> that after giving effect to such return (i) the aggregate
\nOutstanding Credits would not exceed the Aggregate Commitment at such time and
\n(ii) no Unmatured Default or Event of Default shall have occurred and be
\ncontinuing at such time.<\/p>\n

Section 2.5 Fees<\/em><\/strong>.<\/p>\n

(a) To Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, for their
\nown respective accounts, on the Amendment Effective Date, the fees required
\nunder the Active Joint Arrangers Fee Letter to be paid to them on the Amendment
\nEffective Date, in the amounts due and payable on such date as required by the
\nterms thereof;<\/p>\n

(b) The Borrower agrees to pay to the Agent for the account of each Lender
\nthe Facility Fee, from the date hereof, in the case of each Bank, and from the
\neffective date specified in the Lender Assignment pursuant to which it became a
\nLender, in the case of each other Lender, until the later of the Termination
\nDate and the date all Outstanding Credits are paid in full, payable quarterly in
\narrears on the last day of each March, June, September and December during the
\nterm of such Lender’s Commitment, commencing March 31, 2012, and on the later of
\nthe Termination Date and the date all Advances are paid in full;
\nprovided<\/em>, however<\/em>, that any Defaulting Lender shall only be
\nentitled to a Facility Fee as provided in Section
\n2.21(a)(iii)<\/em><\/strong>.<\/p>\n

(c) The Borrower shall pay to the Agent for the account of each Lender a fee
\n(the “LC Fee<\/em><\/strong>“) on the average daily amount of the sum
\nof the undrawn stated amounts of all Letters of Credit outstanding on each such
\nday, from the date hereof until the later to occur of the Termination Date and
\nthe date on which no Letters of Credit are outstanding, payable on the last day
\nof each March, June, September and December (commencing March 31, 2012) and such
\nlater date, at a rate equal at all times to the Applicable Margin in effect from
\ntime to time for Eurodollar Rate Advances; provided<\/em>, however<\/em>,
\nthat any LC Fee otherwise payable for the account of a Designated Lender with
\nrespect to any Letter of Credit as to which such Designated Lender has not
\nprovided Cash Collateral satisfactory to the LC Issuing Bank pursuant to
\nSection 2.4(b) <\/em><\/strong>shall be payable, to the maximum extent
\npermitted by applicable law, to the Lenders in accordance with the upward
\nadjustments of their respective Percentages allocable to such Letter of Credit
\npursuant to Section 2.21(a)(iv)<\/em><\/strong>, with the balance of
\nsuch fee, if any, payable to the LC Issuing Bank for its own account. In
\naddition, the Borrower shall pay to each LC Issuing Bank such fees for the
\nissuance and maintenance of Letters of Credit issued by such LC Issuing Bank and
\nfor drawings thereunder as may be separately agreed between the Borrower and the
\nLC Issuing Bank.<\/p>\n

(d) In addition to the fees provided for in Section
\n2.5(a)<\/em><\/strong> and Section 2.5(c)<\/em><\/strong>, the Borrower
\nshall pay (i) to the Agent for its own account, such fees as are provided for in
\nthe Administrative Fee Letter and (ii) to Wells Fargo Securities, LLC and J.P.
\nMorgan Securities LLC and the LC Issuing Bank, for their own accounts, such
\nother fees as are provided for in the Active Joint Arrangers Fee Letter.<\/p>\n

29<\/p>\n

\n

Section 2.6 Changes in the Commitments<\/em><\/strong>.<\/p>\n

(a) The Borrower shall have the right, upon at least three Business Days’
\nnotice to the Agent, to terminate in whole or reduce ratably in part the unused
\nportions of the Aggregate Commitment; provided<\/em> that the Aggregate
\nCommitment shall not be reduced to an amount which is less than the aggregate
\nprincipal amount of the Outstanding Credits; and provided<\/em>,
\nfurther<\/em>, that each partial reduction shall be in a minimum amount of
\n$10,000,000 or any whole multiple of $1,000,000 in excess thereof.<\/p>\n

(b) On the Termination Date, the Aggregate Commitment shall be automatically
\nreduced to zero.<\/p>\n

(c) Any termination or reduction of the Aggregate Commitment under this
\nSection 2.6 <\/em><\/strong>shall be irrevocable, and the Aggregate
\nCommitment shall not thereafter be reinstated.<\/p>\n

(d) On any date prior to the Termination Date, the Borrower may on one or
\nmore occasions increase the Aggregate Commitment (any such increase, a
\n“Commitment Increase<\/em><\/strong>“) by an amount not less than
\n$25,000,000, or, if greater, an integral multiple of $1,000,000 in excess
\nthereof by designating either one or more of the existing Lenders (each of
\nwhich, in its sole discretion, may determine whether and to what degree it may
\nparticipate in such Commitment Increase) or one or more other Eligible Assignees
\nreasonably acceptable to the Agent that at the time agree, in the case of any
\nsuch existing Lender, to increase its Commitment (an “Increasing
\nLender<\/em><\/strong>“) and, in the case of any such Eligible Assignee (an
\n“Additional Lender<\/em><\/strong>“), to become a party to this
\nAgreement; provided<\/em> that after giving effect to any such increase, the
\nAggregate Commitment shall not exceed $400,000,000 and the aggregate amount of
\nall Commitment Increases shall not exceed $100,000,000.<\/p>\n

(i) The sum of the increases in the Commitments of the Increasing Lenders
\npursuant to this Section 2.6(d) <\/em><\/strong>plus the Commitments
\nof the Additional Lenders upon giving effect to the Commitment Increase shall
\nnot in the aggregate exceed the amount of the Commitment Increase. The Borrower
\nshall provide prompt notice of any proposed Commitment Increase pursuant to this
\nSection 2.6(d)<\/em><\/strong> to the Agent, which shall promptly
\nprovide a copy of such notice to the Lenders;<\/p>\n

(ii) Any Commitment Increase shall become effective upon (A) the receipt by
\nthe Agent of (1) an agreement in form and substance satisfactory to the Agent
\nsigned by the Borrower, each Increasing Lender and each Additional Lender,
\nsetting forth the new Commitment of each such Lender and setting forth the
\nagreement of each Additional Lender to become a party to this Agreement and to
\nbe bound by all the terms and provisions hereof binding upon each Lender, and
\n(2) certified copies of the Commitment Increase Approvals and such opinions of
\ncounsel for the Borrower with respect to the Commitment Increase as the Agent
\nmay reasonably request, (B) the funding by each Lender of the Advance(s) to be
\nmade by each such Lender described in paragraph (iii) below and (C) receipt by
\nthe Agent of a certificate (the statements contained in which shall be true) of
\na duly authorized officer of the Borrower stating that both before and after
\ngiving effect to such Commitment Increase (1) no Unmatured Default or Event of
\nDefault has occurred and is continuing, (2) all representations and warranties
\nmade by<\/p>\n

30<\/p>\n

\n

the Borrower in this Agreement are true and correct in all material respects,
\nor if any such representation is qualified as to materiality, true and correct
\nin all respects, and (3) all Commitment Increase Approvals have been obtained
\nand are in full force and effect.<\/p>\n

(iii) Upon the effective date of any Commitment Increase, to the extent
\nnecessary to keep the outstanding Advances ratable in the event of any
\nnon-ratable increase in Aggregate Commitment, (A) all then outstanding
\nEurodollar Rate Advances (the “Initial Advances<\/em><\/strong>“)
\nshall automatically be Converted into Base Rate Advances, (B) immediately after
\nthe effectiveness of the Commitment Increase, the Borrower shall, if it so
\nrequests, Convert such Base Rate Advances into Eurodollar Rate Advances (the
\n“Subsequent Advances<\/em><\/strong>“) in an aggregate principal
\namount equal to the aggregate principal amount of the Initial Advances and of
\nthe Types and for the Interest Periods specified in a Notice of Conversion
\ndelivered to the Agent in accordance with Section
\n2.11<\/em><\/strong>, (C) each Lender shall pay to the Agent in immediately
\navailable funds an amount equal to the difference, if positive, between (y) such
\nLender’s Percentage (calculated after giving effect to the Commitment Increase)
\nof the Subsequent Advances and (z) such Lender’s Percentage (calculated without
\ngiving effect to the Commitment Increase) of the Initial Advances, (D) after the
\nAgent receives the funds specified in clause (C) above, the Agent shall pay to
\neach Lender the portion of such funds equal to the difference, if positive,
\nbetween (y) such Lender’s Percentage (calculated without giving effect to the
\nCommitment Increase) of the Initial Advances and (z) such Lender’s Percentage
\n(calculated after giving effect to the Commitment Increase) of the amount of the
\nSubsequent Advances, (E) the Lenders shall be deemed to hold the Subsequent
\nAdvances ratably in accordance with their respective Commitment (calculated
\nafter giving effect to the Commitment Increase), (F) the Borrower shall pay all
\naccrued but unpaid interest on the Initial Advances to the Lenders entitled
\nthereto, and (G) Schedule I shall automatically be amended to reflect the
\nCommitments of all Lenders after giving effect to the Commitment Increase. The
\nconversion of the Initial Advances pursuant to clause (A) above shall be subject
\nto indemnification by the Borrower pursuant to the provisions of
\nSection 8.4(d) <\/em><\/strong>if the date of any Commitment Increase
\noccurs other than on the last day of the Interest Period relating thereto.<\/p>\n

(iv) Notwithstanding any provision contained herein to the contrary, from and
\nafter the date of any Commitment Increase and the making of any Advances on such
\ndate pursuant to this Section 2.6(d)<\/em><\/strong>, all calculations
\nand payments of the Facility Fee and the LC Fee and of interest on the Advances
\nshall take into account the actual Commitment of each Lender and such Lender’s
\nPercentage of the Outstanding Credits during the relevant period of time.<\/p>\n

Section 2.7 Repayment of Advances<\/em><\/strong>.<\/p>\n

(a) Except to the extent due or paid sooner pursuant to the provisions of
\nthis Agreement, the Borrower shall repay to the Lenders the aggregate
\noutstanding principal amount of each Revolving Advance on the Termination Date.\n<\/p>\n

(b) Except to the extent due or paid sooner pursuant to the provisions of
\nthis Agreement, the Borrower shall repay to the Swingline Lender the aggregate
\noutstanding principal amount of each Swingline Advance on the earlier to occur
\nof (i) fourteen days after the date of Borrowing of each such Swingline Advance,
\nand (ii) the Swingline Termination Date.<\/p>\n

31<\/p>\n

\n

Section 2.8 Interest on Advances<\/em><\/strong>. The Borrower
\nshall pay interest on the unpaid principal amount of each Advance owing to each
\nLender from the date of such Advance until such principal amount shall be paid
\nin full, at the Applicable Rate for such Advance (except as otherwise provided
\nin this Section 2.8<\/em><\/strong>), payable as follows:<\/p>\n

(a) If such Advance is a Base Rate Advance, interest thereon shall be payable
\nquarterly in arrears on the last day of each March, June, September and
\nDecember, on the date of any Conversion of such Base Rate Advance and on the
\ndate such Base Rate Advance shall become due and payable or shall otherwise be
\npaid in full; provided<\/em> that at any time an Event of Default shall have
\noccurred and be continuing, each Base Rate Advance shall bear interest payable
\non demand, at a rate per annum equal at all times to the Default Rate.<\/p>\n

(b) If such Advance is a Eurodollar Rate Advance, interest thereon shall be
\npayable on the last day of such Interest Period and, if the Interest Period for
\nsuch Advance has a duration of more than three months, on that day of each third
\nmonth during such Interest Period that corresponds to the first day of such
\nInterest Period (or, if any such month does not have a corresponding day, then
\non the last day of such month); provided<\/em> that at any time an Event of
\nDefault shall have occurred and be continuing, each Eurodollar Rate Advance
\nshall bear interest payable on demand, at a rate per annum<\/em> equal at all
\ntimes to the Default Rate.<\/p>\n

(c) If such Advance is a LIBOR Market Index Rate Advance, interest thereon
\nshall be payable in arrears on the last day of each March, June, September and
\nDecember, and on the date such LIBOR Market Index Rate Advance shall become due
\nand payable or shall otherwise be paid in full; provided<\/em> that at any
\ntime an Event of Default shall have occurred and be continuing, each LIBOR
\nMarket Index Rate Advance shall bear interest payable on demand, at a rate per
\nannum equal at all times to the Default Rate.<\/p>\n

(d) In respect of any Advance, interest thereon shall be payable at the
\nApplicable Rate at maturity (whether pursuant to acceleration or otherwise) and,
\nafter maturity, on demand.<\/p>\n

(e) Nothing contained in this Agreement or in any other Loan Document shall
\nbe deemed to establish or require the payment of interest to any Lender at a
\nrate in excess of the maximum rate permitted by applicable law. If the amount of
\ninterest payable for the account of any Lender on any interest payment date
\nwould exceed the maximum amount permitted by applicable law to be charged by
\nsuch Lender, the amount of interest payable for its account on such interest
\npayment date shall be automatically reduced to such maximum permissible amount.
\nIn the event of any such reduction affecting any Lender, if from time to time
\nthereafter the amount of interest payable for the account of such Lender on any
\ninterest payment date would be less than the maximum amount permitted by
\napplicable law to be charged by such Lender, then the amount of interest payable
\nfor its account on such subsequent interest payment date shall be automatically
\nincreased to such maximum permissible amount, provided<\/em> that at no time
\nshall the aggregate amount by which interest paid for the account of any Lender
\nhas been increased pursuant to this sentence exceed the aggregate amount by
\nwhich interest paid for its account has theretofore been reduced pursuant to the
\nprevious sentence.<\/p>\n

32<\/p>\n

\n

Section 2.9 Additional Interest on Eurodollar Rate
\nAdvances<\/em><\/strong>. The Borrower shall pay to Agent for the account of each
\nLender any costs actually incurred by such Lender with respect to Eurodollar
\nRate Advances that are attributable to such Lender’s compliance with regulations
\nof the Board of Governors of the Federal Reserve System requiring the
\nmaintenance of reserves with respect to liabilities or assets consisting of or
\nincluding Eurocurrency Liabilities. Such costs shall be paid to the Agent for
\nthe account of such Lender in the form of additional interest on the unpaid
\nprincipal amount of each Eurodollar Rate Advance of such Lender, from the date
\nof such Advance until such principal amount is paid in full, at an interest rate
\nper annum equal at all times to the remainder obtained by subtracting (i) the
\nEurodollar Rate for the Interest Period for such Advance from (ii) the rate
\nobtained by dividing such Eurodollar Rate by a percentage equal to 100% minus
\nthe Eurodollar Reserve Percentage of such Lender for such Interest Period,
\npayable on each date on which interest is payable on such Advance. Such
\nadditional interest shall be determined by such Lender and notified to the
\nBorrower through the Agent. A certificate as to the amount of such additional
\ninterest, submitted to the Borrower and the Agent by such Lender, shall be
\nconclusive and binding for all purposes, absent manifest error,
\nprovided<\/em> that the determination thereof shall have been made by such
\nLender in good faith.<\/p>\n

Section 2.10 Interest Rate Determination<\/em><\/strong>.<\/p>\n

(a) The Agent shall give prompt notice to the Borrower and the Lenders of the
\napplicable interest rate determined by the Agent for purposes of
\nSection 2.8(a)<\/em><\/strong>, Section
\n2.8(b)<\/em><\/strong> or Section 2.8(c)<\/em><\/strong>.<\/p>\n

(b) If, on or prior to the first day of any Interest Period, (y) the Agent
\nshall have determined that adequate and reasonable means do not exist for
\nascertaining the applicable Eurodollar Rate for such Interest Period (z) the
\nAgent shall have received written notice from the Majority Lenders of their
\ndetermination that the rate of interest referred to in the definition of
\n“Eurodollar Rate” is to be determined will not adequately and fairly reflect the
\ncost to such Lenders of making or maintaining Eurodollar Rate Advances during
\nsuch Interest Period, the Agent will forthwith so notify the Borrower and the
\nLenders. Upon such notice, (i) (A) each Eurodollar Rate Advance will
\nautomatically, on the last day of the then existing Interest Period therefore,
\nConvert into a Base Rate Advance, (ii) the obligation of the Lenders to make, to
\nConvert Advances into, or to continue, Eurodollar Rate Advances shall be
\nsuspended (including pursuant to the Borrowing to which such Interest Period
\napplies), and (iii) any Notice of Borrowing or Notice of Conversion given at any
\ntime thereafter with respect to Eurodollar Rate Advances shall be deemed to be a
\nrequest for Base Rate Advances, in each case until the Agent or the Majority
\nLenders, as the case may be, shall have determined that the circumstances giving
\nrise to such suspension no longer exist (and the Majority Lenders, if making
\nsuch determination, shall have so notified the Agent), and the Agent shall have
\nso notified the Borrower and the Lenders.<\/p>\n

(c) If the Borrower shall fail to (i) select the duration of any Interest
\nPeriod for any Eurodollar Rate Advance in accordance with the provisions
\ncontained in the definition of “Interest Period<\/em><\/strong>” in
\nSection 1.1 <\/em><\/strong>or (ii) provide a Notice of Conversion
\nwith respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the
\nthird Business Day prior to the last day of the Interest Period applicable
\nthereto, the Agent will forthwith so notify the Borrower and the Lenders and
\nsuch Advance will automatically, on the last day of the then existing Interest
\nPeriod therefor, Convert into a Base Rate Advance.<\/p>\n

33<\/p>\n

\n

(d) On the date on which the aggregate unpaid principal amount of Advances
\ncomprising any Borrowing shall be reduced, by payment or prepayment or
\notherwise, to less than the product of (i) $1,000,000 and (ii) the number of
\nLenders on such date, such Advances shall, if they are Advances of a Type other
\nthan Base Rate Advances, automatically Convert into Base Rate Advances, and on
\nand after such date the right of the Borrower to Convert such Advances into
\nAdvances of a Type other than Base Rate Advances shall terminate;
\nprovided<\/em>, however<\/em>, that if and so long as each such Advance
\nshall be of the same Type and have the same Interest Period as Advances
\ncomprising another Borrowing or other Borrowings, and the aggregate unpaid
\nprincipal amount of all such Advances shall equal or exceed the product of (i)
\n$1,000,000 and (ii) the number of Lenders on such date, the Borrower shall have
\nthe right to continue all such Advances as, or to Convert all such Advances
\ninto, Advances of such Type having such Interest Period.<\/p>\n

(e) Upon the occurrence and during the continuance of any Event of Default,
\neach outstanding Eurodollar Rate Advance shall automatically Convert into a Base
\nRate Advance at the end of the Interest Period then in effect for such
\nEurodollar Rate Advance.<\/p>\n

Section 2.11 Voluntary Conversion of Advances<\/em><\/strong>.
\nSubject to the conditions set forth below, the Borrower may, on any Business
\nDay, by delivering a notice of Conversion (a “Notice of
\nConversion<\/em><\/strong>“) to the Agent not later than 12:00 noon (i) on the
\nthird Business Day prior to the date of the proposed Conversion, in the case of
\na Conversion to or in respect of Eurodollar Rate Advances and (ii) on the date
\nof the proposed Conversion, in the case of a Conversion to or in respect of Base
\nRate Advances, and subject to the provisions of Section 2.10
\n<\/em><\/strong>and Section 2.15<\/em><\/strong>, Convert all Advances
\nof one Type comprising the same Borrowing into Advances of another Type;
\nprovided<\/em>, however<\/em>, that, (x) any such Conversion shall involve
\nan aggregate principal amount of not less than $5,000,000 or an integral
\nmultiple of $1,000,000 in excess thereof and (y) in the case of any Conversion
\nof any Eurodollar Rate Advances into Base Rate Advances on a day other than the
\nlast day of an Interest Period for such Eurodollar Rate Advances, the Borrower
\nshall be obligated to reimburse the Lenders in respect thereof pursuant to
\nSection 8.4(d)<\/em><\/strong>. Each such Notice of Conversion shall
\nbe in substantially the form of Exhibit 2.11<\/em><\/strong> and
\nshall, within the restrictions specified above, specify (A) the date of such
\nConversion, (B) the Advances to be Converted, (C) if such Conversion is into
\nEurodollar Rate Advances, the duration of the Interest Period for each such
\nAdvance, and (D) the aggregate amount of Advances proposed to be Converted.
\nNotwithstanding the foregoing, the Borrower may not Convert Base Rate Advances
\ninto Eurodollar Rate Advances and may not select a new Interest Period for
\nEurodollar Rate Advances at any time an Unmatured Default or Event of Default
\nhas occurred and is continuing.<\/p>\n

Section 2.12 Optional Prepayments of Advances<\/em><\/strong>. The
\nBorrower may, upon at least three Business Days’ notice to the Agent stating the
\nproposed date and aggregate principal amount of the prepayment, and if such
\nnotice is given, the Borrower shall prepay for the ratable account of the
\nLenders the outstanding principal amounts of the Advances comprising part of the
\nsame Borrowing in whole or ratably in part, without premium or penalty, together
\nwith accrued interest to the date of such prepayment on the principal amount
\nprepaid; provided<\/em>, however<\/em>, that<\/p>\n

34<\/p>\n

\n

each partial prepayment shall be in an aggregate principal amount not less
\nthan $5,000,000 (or, if lower, the entire principal amount outstanding hereunder
\non the date of such prepayment) or an integral multiple of $1,000,000 in excess
\nthereof. In the case of any such prepayment of a Eurodollar Rate Advance, the
\nBorrower shall be obligated to reimburse the Lenders in respect thereof pursuant
\nto Section 8.4(d)<\/em><\/strong>. Except as provided in this
\nSection 2.12<\/em><\/strong>, the Borrower shall have no right to
\nprepay any principal amount of any Advances.<\/p>\n

Section 2.13 Increased Costs. <\/em><\/strong><\/p>\n

(a) If any Change in Law shall:<\/p>\n

(i) impose, modify or deem applicable any reserve, special deposit,
\ncompulsory loan, insurance charge or similar requirement against assets of,
\ndeposits with or for the account of, or credit extended or participated in by,
\nany Lender (except any Eurodollar Reserve Percentage) or any LC Issuing Bank;\n<\/p>\n

(ii) subject any Recipient to any Taxes on its loans, loan principal, letters
\nof credit, commitments, or other obligations, or its deposits, reserves, other
\nliabilities or capital attributable thereto; or<\/p>\n

(iii) impose on any Lender or any LC Issuing Bank or the London interbank
\nmarket any other condition, cost or expense (other than Taxes) affecting this
\nAgreement or Loans made by such Lender or any Letter of Credit or participation
\ntherein;<\/p>\n

and, to the extent that a Lender, a LC Issuing Bank or other Recipient
\nreasonably determines that the direct result of any of the foregoing shall be to
\nincrease the cost to such Lender or such other Recipient of making, Converting
\nto, continuing or maintaining any Advance or of maintaining its obligation to
\nmake any such Advance, or to increase the cost to such Lender, such LC Issuing
\nBank or such other Recipient of participating in, issuing or maintaining any
\nLetter of Credit (or of maintaining its obligation to participate in or to issue
\nany Letter of Credit), or to reduce the amount of any sum received or receivable
\nby such Lender, Swingline Lender, LC Issuing Bank or other Recipient hereunder
\n(whether of principal, interest or any other amount) then, upon request of such
\nLender, Swingline Lender, LC Issuing Bank or other Recipient, the Borrower will
\npay to such Lender, Swingline Lender, LC Issuing Bank or other Recipient, as the
\ncase may be, such additional amount or amounts as will compensate such Lender,
\nSwingline Lender, LC Issuing Bank or other Recipient, as the case may be, for
\nsuch additional costs incurred or reduction suffered.<\/p>\n

(b) If any Lender, the Swingline Lender or LC Issuing Bank determines that
\nany Change in Law affects or would affect the amount of capital or liquidity
\nrequired or expected to be maintained by such Lender, Swingline Lender or LC
\nIssuing Bank or any corporation controlling such Lender, Swingline Lender or LC
\nIssuing Bank and that the amount of such capital or liquidity is increased as a
\ndirect result of the existence of this Agreement, such Lender’s Commitment or
\nAdvances made by such Lender or participations in Letters of Credit or Swingline
\nAdvances hereunder held by such Lender or the Letters of Credit issued by any LC
\nIssuing Bank, to a level below that which such Lender, Swingline Lender or LC
\nIssuing Bank or any corporation controlling such Lender, Swingline Lender or LC
\nIssuing Bank could have<\/p>\n

35<\/p>\n

\n

achieved but for such Change in Law (taking into consideration such Lender’s,
\nSwingline Lender’s or LC Issuing Bank’s policies and the policies of such
\nLender’s or LC Issuing Bank’s holding company with respect to capital adequacy),
\nthen, upon demand by such Lender, Swingline Lender or LC Issuing Bank (with a
\ncopy of such demand to the Agent), the Borrower shall immediately pay to the
\nAgent for the account of such Lender, Swingline Lender or LC Issuing Bank, from
\ntime to time as specified by such Lender, Swingline Lender or LC Issuing Bank,
\nadditional amounts sufficient to compensate such Lender, Swingline Lender or LC
\nIssuing Bank or such corporation in the light of such circumstances, to the
\nextent that such Lender, Swingline Lender or LC Issuing Bank reasonably
\ndetermines such increase in capital or liquidity to be allocable to the
\nexistence of such Lender’s Commitment, Swingline Lender’s obligations hereunder
\nor LC Issuing Bank’s obligations hereunder.<\/p>\n

(c) A certificate of a Lender, Swingline Lender or LC Issuing Bank setting
\nforth the amount or amounts necessary to compensate such Lender, Swingline
\nLender or Issuing Bank or any corporation controlling such Lender, Swingline
\nLender or LC Issuing Bank, as the case may be, as specified in paragraph (a) or
\n(b) of this Section 2.13<\/em><\/strong> and delivered to the
\nBorrower, shall certify in reasonable detail as to the increased cost for which
\nit is seeking compensation hereunder and shall be conclusive absent manifest
\nerror; provided<\/em> that the determination thereof shall have been made by
\nsuch Lender, Swingline Lender or LC Issuing Bank in good faith. The Borrower
\nshall pay such Lender, Swingline Lender or LC Issuing Bank, as the case may be,
\nthe amount shown as due on any such certificate within 10 days after receipt
\nthereof.<\/p>\n

(d) Failure or delay on the part of any Lender, Swingline Lender or LC
\nIssuing Bank to demand compensation pursuant to this Section shall not
\nconstitute a waiver of such Lender’s, Swingline Lender’s or LC Issuing Bank’s
\nright to demand such compensation; provided<\/em>, no Lender, Swingline
\nLender or LC Issuing Bank shall be entitled to demand compensation or be
\ncompensated thereunder to the extent that such compensation relates to any
\nperiod of time more than ninety days prior to the date upon which such Lender,
\nSwingline Lender or LC Issuing Bank first notified the Borrower of the
\noccurrence of the event entitling such Lender, Swingline Lender or LC Issuing
\nBank to such compensation (unless, and to the extent, that any such compensation
\nso demanded shall relate to the retroactive application of any event so notified
\nto the Borrower).<\/p>\n

Section 2.14 Illegality<\/em><\/strong>. Notwithstanding any other
\nprovision of this Agreement to the contrary, if at any time after the date
\nhereof and from time to time, any Lender (the “Affected
\nLender<\/em><\/strong>“) shall notify the Agent and the Borrower that any Change
\nin Law makes it unlawful or any Governmental Authority asserts that it is
\nunlawful, for the Affected Lender or its Eurodollar Lending Office to perform
\nits obligations hereunder to make Eurodollar Rate Advances or to fund or
\nmaintain Eurodollar Rate Advances hereunder, following such notice from the
\nAffected Lender, (i) all Eurodollar Rate Advances of the Affected Lender shall,
\non the expiration date of the respective Interest Period applicable thereto (or,
\nto the extent any such Eurodollar Rate Advance may not lawfully be maintained as
\na Eurodollar Rate Advance until such expiration date, upon such notice)
\nautomatically be Converted into Base Rate Advances (each such Advance, as so
\nConverted, being an “Affected Lender Advance<\/em><\/strong>“), (ii)
\nthe obligation of the Affected Lender to make, maintain, or Convert Advances
\ninto Eurodollar Rate Advances shall thereupon be suspended, and (iii) any Notice
\nof Borrowing or Notice of Conversion given at any time thereafter with respect
\nto Eurodollar Rate Advances shall, as to the Affected Lender, be<\/p>\n

36<\/p>\n

\n

deemed a request for Base Rate Advances, in each case until the Affected
\nLender shall have determined that the circumstances causing such suspension no
\nlonger exist and shall have so notified the Agent, or the Affected Lender has
\nbeen replaced pursuant to Section 2.20(a)<\/em><\/strong> and, in
\neither case the Agent shall have notified the Borrower and the other Lenders.
\nFor purposes of any prepayment under this Agreement, each Affected Lender
\nAdvance shall be deemed to continue to be part of the same Borrowing as the
\nEurodollar Rate Advances to which it corresponded at the time of the Conversion
\nof such Affected Lender Advance pursuant to this Section
\n2.14<\/em><\/strong>.<\/p>\n

Section 2.15 Payments and Computations<\/em><\/strong>.<\/p>\n

(a) The Borrower shall make each payment hereunder not later than 1:00 p.m.
\non the day when due in Dollars to the Agent at its address referred to in
\nSection 8.2 <\/em><\/strong>in same day funds. The Agent will promptly
\nthereafter cause to be distributed like funds relating to the payment of
\nprincipal or interest or fees ratably (other than amounts payable pursuant to
\nSection 2.17<\/em><\/strong>, Section 2.19
\n<\/em><\/strong>or Section 8.4(d)<\/em><\/strong>) to the Lenders for
\nthe account of their respective Applicable Lending Offices, and like funds
\nrelating to the payment of any other amount payable to any Lender to such Lender
\nfor the account of its Applicable Lending Office, in each case to be applied in
\naccordance with the terms of this Agreement. Upon its acceptance of a Lender
\nAssignment and recording of the information contained therein in the Register
\npursuant to Section 8.7(b)<\/em><\/strong>, from and after the
\neffective date specified in such Lender Assignment, the Agent shall make all
\npayments hereunder in respect of the interest assigned thereby to the Lender
\nassignee thereunder, and the parties to such Lender Assignment shall make all
\nappropriate adjustments in such payments for periods prior to such effective
\ndate directly between themselves.<\/p>\n

(b) The Borrower hereby authorizes each Lender, if and to the extent payment
\nowed to such Lender is not made when due hereunder held by such Lender, to
\ncharge from time to time against any or all of the Borrower’s accounts with such
\nLender any amount so due.<\/p>\n

(c) All computations of interest based on clause (i) of the definition of
\n“Alternate Base Rate<\/em><\/strong>” and of the Facility Fees shall
\nbe made by the Agent on the basis of a year of 365 or 366 days, as the case may
\nbe, and all computations of interest based on the Eurodollar Rate, LIBOR Market
\nIndex Rate and the LC Fee and the Federal Funds Rate shall be made by the Agent,
\nand all computations of interest pursuant to Section
\n2.10<\/em><\/strong> shall be made by a Lender, on the basis of a year of 360
\ndays, in each case for the actual number of days (including the first day but
\nexcluding the last day) occurring in the period for which such interest or fees
\nare payable. Each determination by the Agent (or, in the case of
\nSection 2.10<\/em><\/strong>, by a Lender) of an interest rate
\nhereunder shall be conclusive and binding for all purposes, absent manifest
\nerror, provided<\/em> that such determination shall have been made by the
\nAgent or such Lender, as the case may be, in good faith.<\/p>\n

(d) Whenever any payment hereunder shall be stated to be due on a day other
\nthan a Business Day, such payment shall be made on the next succeeding Business
\nDay, and such extension of time shall in such case be included in the
\ncomputation of payment of interest or fees, as the case may be;
\nprovided<\/em>, however<\/em>, that if such extension would cause payment
\nof interest on or principal of Eurodollar Rate Advances to be made in the next
\nfollowing calendar month, such payment shall be made on the immediately
\npreceding Business Day.<\/p>\n

37<\/p>\n

\n

(e) Unless the Agent shall have received notice from the Borrower prior to
\nthe date on which any payment is due to the Lenders hereunder that the Borrower
\nwill not make such payment in full, the Agent may assume that the Borrower has
\nmade such payment in full to the Agent on such date and the Agent may, in
\nreliance upon such assumption, cause to be distributed to each Lender on such
\ndue date an amount equal to the amount then due such Lender. If and to the
\nextent that the Borrower shall not have so made such payment in full to the
\nAgent, each Lender shall repay to the Agent forthwith on demand such amount
\ndistributed to such Lender together with interest thereon, for each day from the
\ndate such amount is distributed to such Lender until the date such Lender repays
\nsuch amount to the Agent, at the Federal Funds Rate.<\/p>\n

(f) The Borrower shall be entitled to rely upon payment instructions and
\nother information relating the amounts owed by it hereunder provided by the
\nAgent and believed by the Borrower to be genuine and to have been signed, sent
\nor otherwise authenticated by the proper person acting for the Agent and shall
\nhave no liability solely with respect to such reliance, provided<\/em> that
\nno such reliance by the Borrower shall in any way relieve or otherwise impair
\nany obligation of the Borrower hereunder, including its obligations under
\nSection 8.4<\/em><\/strong>.<\/p>\n

Section 2.16 Noteless Agreement; Evidence of
\nIndebtedness<\/em><\/strong>.<\/p>\n

(a) Each Lender shall maintain in accordance with its usual practice an
\naccount or accounts evidencing the indebtedness of the Borrower to such Lender
\nresulting from each Advance made by such Lender from time to time, including the
\namounts of principal and interest payable and paid to such Lender from time to
\ntime hereunder.<\/p>\n

(b) The Agent shall also maintain accounts in which it will record (i) the
\namount of each Advance made hereunder, the Class and Type thereof and the
\nInterest Period (if any) with respect thereto, (ii) the amount of any principal
\nor interest due and payable or to become due and payable from the Borrower to
\neach Lender hereunder, and (iii) the amount of any sum received by the Agent
\nhereunder from the Borrower and each Lender’s share thereof.<\/p>\n

(c) The entries maintained in the accounts maintained pursuant to
\nSection 2.16(a)<\/em><\/strong> and Section
\n2.16(b)<\/em><\/strong> shall be prima facie evidence of the existence and amounts
\nof the obligations therein recorded; provided<\/em>, however<\/em>, that
\nthe failure of the Agent or any Lender to maintain such accounts or any error
\ntherein shall not in any manner affect the obligation of the Borrower to repay
\nsuch obligations in accordance with their terms.<\/p>\n

(d) The Advances of each Class made by each Lender shall, if requested by the
\napplicable Lender (which request shall be made to the Agent), be evidenced (i)
\nin the case of Revolving Advances, by a Revolving Note, and (ii) in the case of
\nthe Swingline Advances, by a Swingline Note, in each case appropriately
\ncompleted and executed by the Borrower and payable to the order of such Lender.
\nEach Note shall be entitled to all of the benefits of this Agreement and the
\nother Loan Documents and shall be subject to the provisions hereof and thereof.\n<\/p>\n

38<\/p>\n

\n

Section 2.17 Taxes<\/em><\/strong>.<\/p>\n

(a) Any and all payments by the Borrower hereunder and under the other Loan
\nDocuments shall be made, in accordance with Section
\n2.15<\/em><\/strong>, free and clear of and without deduction for any and all
\npresent or future taxes, levies, imposts, deductions, charges or withholdings,
\nand all liabilities with respect thereto, excluding<\/em>, in the case of
\neach Recipient, (i) any U.S. federal withholding taxes imposed under FATCA,
\nincluding, without limitation, any tax that would not have been imposed but for
\na failure by a Person (or any financial institution through which any payment is
\nmade to such Person) (including a participant or any other recipient of any
\npayment hereunder) to comply with the procedures, certifications, information,
\nreporting, disclosure and other related requirements of FATCA, (ii) taxes
\nimposed on its overall net income and franchise taxes imposed on it by any
\njurisdiction, unless such Lender, the LC Issuing Bank or the Agent (as the case
\nmay be) would not have had such taxes imposed on it by such jurisdiction but for
\nsuch Lender’s, the LC Issuing Bank’s or the Agent’s (as the case may be) having
\nentered into this Agreement, having consummated the transactions contemplated
\nhereby or having received payments by the Borrower hereunder or under the other
\nLoan Documents, and (iii) any similar taxes imposed as a result of a present or
\nformer connection between such Recipient and the jurisdiction imposing such tax
\n(other than connections arising from such Recipient having executed, delivered,
\nbecome a party to, performed its obligations under, received payments under,
\nreceived or perfected a security interest under, engaged in any other
\ntransaction pursuant to or enforced any Loan Document, or sold or assigned an
\ninterest in any Advance or Loan Document (all such non-excluded taxes, levies,
\nimposts, deductions, charges, withholdings and liabilities being hereinafter
\nreferred to as “Taxes<\/em><\/strong>“). If the Borrower shall be
\nrequired by law to deduct any Taxes from or in respect of any sum payable
\nhereunder or under any other Loan Document to any Lender, the LC Issuing Bank or
\nthe Agent, (i) the sum payable shall be increased as may be necessary so that
\nafter making all required deductions (including deductions applicable to
\nadditional sums payable under this Section 2.17<\/em><\/strong>) such
\nLender, the LC Issuing Bank or the Agent (as the case may be) receives an amount
\nequal to the sum it would have received had no such deductions been made, (ii)
\nthe Borrower shall make such deductions and (iii) the Borrower shall pay the
\nfull amount deducted to the relevant taxation authority or other authority in
\naccordance with applicable law.<\/p>\n

(b) In addition, the Borrower agrees to pay any present or future stamp or
\ndocumentary taxes or any other excise or property taxes, charges or similar
\nlevies which arise from any payment made hereunder or under any other Loan
\nDocument or from the execution, delivery or registration of, or otherwise with
\nrespect to, this Agreement or any other Loan Document (hereinafter referred to
\nas “Other Taxes<\/em><\/strong>“).<\/p>\n

(c) The Borrower will indemnify each Lender, the LC Issuing Bank and the
\nAgent for the full amount of Taxes or Other Taxes (including, without
\nlimitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
\npayable under this Section 2.17<\/em><\/strong>) paid by such Lender,
\nthe LC Issuing Bank or the Agent (as the case may be) and any liability
\n(including penalties, interest and expenses) arising therefrom or with respect
\nthereto, whether or not such Taxes or Other Taxes were correctly or legally
\nasserted. This indemnification shall be made within thirty days from the date
\nsuch Lender, the LC Issuing Bank or the Agent (as the case may be) makes written
\ndemand therefor. Nothing herein shall preclude the right of the Borrower to
\ncontest any such Taxes or Other Taxes so paid, and the Lenders in question, the
\nLC Issuing Bank or the Agent (as the case may be) will, following notice from,
\nand at the expense of, the Borrower, reasonably cooperate with the Borrower to
\npreserve the Borrower’s rights to contest such Taxes or Other Taxes.<\/p>\n

39<\/p>\n

\n

(d) Within thirty days after the date of any payment of Taxes, the Borrower
\nwill furnish to the Agent, at its address referred to in Section
\n8.2<\/em><\/strong>, the original or a certified copy of a receipt evidencing
\npayment thereof.<\/p>\n

(e) The LC Issuing Bank and each Lender agrees that, on or prior to the date
\nupon which it shall become a party hereto, and upon the reasonable request from
\ntime to time of the Borrower or the Agent, the LC Issuing Bank or such Lender
\nwill deliver to the Borrower and the Agent either (i) a statement that it is
\norganized under the laws of a jurisdiction within the United States or (ii) duly
\ncompleted copies of such form or forms as may from time to time be prescribed by
\nthe United States Internal Revenue Service indicating that the LC Issuing Bank
\nor such Lender is entitled to receive payments without deduction or withholding
\nof any United States federal income taxes, as permitted by the Internal Revenue
\nCode of 1986, as amended from time to time. The LC Issuing Bank and each Lender
\nthat delivers to the Borrower and the Agent the form or forms referred to in the
\npreceding sentence further undertakes to deliver to the Borrower and the Agent
\nfurther copies of such form or forms, or successor applicable form or forms, as
\nthe case may be, as and when any previous form filed by it hereunder shall
\nexpire or shall become incomplete or inaccurate in any respect. The LC Issuing
\nBank and each Lender represents and warrants that each such form supplied by it
\nto the Agent and the Borrower pursuant to this Section
\n2.17(e)<\/em><\/strong>, and not superseded by another form supplied by it, is or
\nwill be, as the case may be, complete and accurate.<\/p>\n

(f) Any Lender claiming any additional amounts payable pursuant to this
\nSection 2.17 <\/em><\/strong>shall use reasonable efforts (consistent
\nwith its internal policy and legal and regulatory restrictions) to change the
\njurisdiction of its Applicable Lending Office if the making of such a change
\nwould avoid the need for, or reduce the amount of, any such additional amounts
\nthat may thereafter accrue and would not, in the reasonable judgment of such
\nLender, be otherwise disadvantageous to such Lender.<\/p>\n

(g) Without prejudice to the survival of any other agreement of the Borrower
\nhereunder, the agreements and obligations of the Borrower contained in this
\nSection 2.17 <\/em><\/strong>shall survive the payment in full of
\nprincipal and interest hereunder.<\/p>\n

Section 2.18 Sharing of Payments, Etc<\/em><\/strong>. All payments
\nfrom or on behalf of the Borrower on account of any obligations shall be
\napportioned ratably among the Lenders based upon their respective share, if any,
\nof the obligations with respect to which such payment was received. If any
\nLender shall obtain any payment (whether voluntary, involuntary, through the
\nexercise of any right of set off, or otherwise) on account of the Advances made
\nby it (other than pursuant to Section 2.13<\/em><\/strong>,
\nSection 2.17<\/em><\/strong>, Section 2.19
\n<\/em><\/strong>or Section 8.4(d)<\/em><\/strong>) or on account of the
\nBorrower’s reimbursement obligations in respect of LC Outstandings in excess of
\nits ratable share of payments obtained by all the Lenders on account of the
\nAdvances or on account of such reimbursement obligations, such Lender shall
\nforthwith purchase (for cash at face value) from the other Lenders such
\nparticipations in the Advances made by them and such reimbursement obligations
\nas shall be necessary to cause such purchasing Lender to share the excess
\npayment ratably with each of them; provided<\/em>, however<\/em>, that (a)
\nif all or any portion of such excess payment is thereafter recovered from such
\npurchasing Lender, such purchase from each Lender shall be rescinded and such
\nLender shall repay to the purchasing Lender the purchase price to the extent of
\nsuch recovery, together with an amount equal to such Lender’s ratable share
\n(according<\/p>\n

40<\/p>\n

\n

to the proportion of (i) the amount of such Lender’s required repayment to
\n(ii) the total amount so recovered from the purchasing Lender) of any interest
\nor other amount paid or payable by the purchasing Lender in respect of the total
\namount so recovered and (b) the provisions of this paragraph shall not be
\nconstrued to apply to (x) any payment made by the Borrower pursuant to and in
\naccordance with the express terms of this Agreement (including the application
\nof funds arising from the existence of a Defaulting Lender), or (y) any payment
\nobtained by a Lender as consideration for the assignment of or sale of a
\nparticipation in any of its Advances or participations in reimbursement
\nobligations or Swingline Advances to any assignee or participant, other than to
\nthe Borrower or any Subsidiary thereof (as to which the provisions of this
\nparagraph shall apply). The Borrower agrees that any Lender so purchasing a
\nparticipation from another Lender pursuant to this Section 2.18
\n<\/em><\/strong>may, to the fullest extent permitted by law, exercise all its
\nrights of payment (including the right of set off) with respect to such
\nparticipation as fully as if such Lender were the direct creditor of the
\nBorrower in the amount of such participation.<\/p>\n

Section 2.19 Extension of Termination Date<\/em><\/strong>.<\/p>\n

(a) So long as no Unmatured Default or Event of Default has occurred and is
\ncontinuing and subject to the conditions set forth in Section
\n2.19(c)<\/em><\/strong>, the Borrower may, no earlier than sixty days and no later
\nthan thirty days prior to each anniversary of the Amendment Effective Date (such
\nanniversary, an “Extension Date<\/em><\/strong>“), but on no more than
\ntwo occasions, request through written notice to the Agent (the
\n“Extension Notice<\/em><\/strong>“), that the Lenders extend the then
\nexisting Termination Date for an additional one-year period. Each Lender, acting
\nin its sole discretion, shall, by notice to the Agent no later than the
\napplicable Extension Date (except in the year in which the then existing
\nTermination Date shall occur, in which case such written notice shall be
\ndelivered by the Lenders no later than fifteen days prior to the then existing
\nTermination Date) (such date, the “Consent Date<\/em><\/strong>“),
\nadvise the Agent in writing of its desire to extend (any such Lender, a
\n“Consenting Lender<\/em><\/strong>“) or not to so extend (any such
\nLender, a “Non-Consenting Lender<\/em><\/strong>“) such date. Any
\nLender that does not advise the Agent by the Consent Date shall be deemed to be
\na Non-Consenting Lender. No Lender shall be under any obligation or commitment
\nto extend the then existing Termination Date. The election of any Lender to
\nagree to such extension shall not obligate any other Lender to agree to such
\nextension.<\/p>\n

(b) If the Majority Lenders (determined as of the Consent Date) shall have
\nagreed to such extension, then the then existing Termination Date applicable to
\nthe Consenting Lenders shall be extended to the date that is one year after the
\nthen existing Termination Date. All Advances of each Non-Consenting Lender shall
\nbe subject to the then existing Termination Date, without giving effect to such
\nextension (such date, the “Prior Termination Date<\/em><\/strong>“).
\nIn the event of an extension of the then existing Termination Date pursuant to
\nthis Section 2.19<\/em><\/strong>, the Borrower shall have the right,
\nat its own expense, to solicit commitments from existing Lenders and\/or Eligible
\nAssignees reasonably acceptable to the Agent and the LC Issuing Bank to replace
\nthe Commitment of any Non-Consenting Lenders for the remaining duration of this
\nAgreement. Any Eligible Assignee (if not already a Lender hereunder) shall
\nbecome a party to this Agreement as a Lender pursuant to a joinder agreement in
\nform and substance reasonably satisfactory to the Agent and the Borrower. The
\nCommitment of each Non-Consenting Lender shall terminate on the Prior
\nTermination Date, all Advances and other amounts payable hereunder to such
\nNon-Consenting Lenders shall be subject to the Prior Termination Date and, to\n<\/p>\n

41<\/p>\n

\n

the extent such Non-Consenting Lender’s Commitment is not replaced as
\nprovided above, the Aggregate Commitment hereunder shall be reduced by the
\namount of the Commitment of each such Non-Consenting Lender so terminated on the
\nPrior Termination Date. Notwithstanding anything to the contrary in this
\nSection 2.19<\/em><\/strong>, the Termination Date shall not be
\nextended unless the aggregate Commitments of the Consenting Lenders and any
\nEligible Assignees joining this Agreement pursuant to this Section
\n2.19(b)<\/em><\/strong> are greater than or equal to the Outstanding Credits as of
\neach Prior Termination Date.<\/p>\n

(c) An extension of the Termination Date pursuant to this
\nSection 2.19<\/em><\/strong> shall only become effective upon the
\nreceipt by the Agent of a certificate (the statements contained in which shall
\nbe true) of a duly authorized officer of the Borrower stating that both before
\nand after giving effect to such extension of the Termination Date (i) no
\nUnmatured Default or Event of Default has occurred and is continuing and (ii)
\nall representations and warranties contained in Section 4.1
\n<\/em><\/strong>are true and correct in all material respects on and as of the
\ndate such extension is made, except for such representations or warranties which
\nby their terms are made as of a specified date, which shall be true and correct
\nas of such specified date.<\/p>\n

(d) Effective on and after the Prior Termination Date, (i) each of the
\nNon-Consenting Lenders shall be automatically released from their respective
\nparticipations and reimbursement obligations under Section 2.4
\n<\/em><\/strong>with respect to any LC Outstandings and (ii) the participations
\nand reimbursement obligations of each Lender (other than the Non-Consenting
\nLenders) shall be automatically adjusted to equal such Lender’s Percentage of
\nsuch LC Outstandings.<\/p>\n

Section 2.20 Replacement of Lenders<\/em><\/strong>.<\/p>\n

(a) The Borrower may, at any time at its sole expense and effort, require any
\nLender that (x) requests compensation under Section
\n2.9<\/em><\/strong>, Section 2.13<\/em><\/strong> or
\nSection 2.14<\/em><\/strong>, or requires the Borrower to pay any
\nTaxes or additional amounts under Section 2.17<\/em><\/strong>, (y)
\ndoes not approve a consent, waiver or amendment to any Loan Document requested
\nby the Borrower or the Agent and that requires the approval of all Lenders under
\nSection 8.1 which is otherwise approved by the Majority Lenders, or (z) is a
\nDefaulting Lender, upon notice to such Lender and the Agent, to assign and
\ndelegate, without recourse (in accordance with and subject to the restrictions
\ncontained in, and consents required by, Section 8.7<\/em><\/strong>),
\nall of its interests, rights and obligations under this Agreement and the
\nrelated Loan Documents to an Eligible Assignee that shall assume such
\nobligations (which assignee may be another Lender, if a Lender accepts such
\nassignment); provided<\/em> that:<\/p>\n

(i) no Unmatured Default or Event of Default shall have occurred and be
\ncontinuing at such time;<\/p>\n

(ii) the Agent shall have received the assignment fee specified in
\nSection 8.7(a)<\/em><\/strong>;<\/p>\n

(iii) such Lender shall have received payment of an amount equal to the
\noutstanding principal of its Advances and any funded participations in Letters
\nof Credit not refinanced through the Borrowing of Revolving Advances, accrued
\ninterest thereon, accrued fees and all other amounts payable to it hereunder and
\nunder the other Loan Documents (including any amounts under Section
\n8.4(d)<\/em><\/strong>) from the assignee (to the extent of such outstanding
\nprincipal and accrued interest and fees) or the Borrower (in the case of all
\nother amounts);<\/p>\n

42<\/p>\n

\n

(iv) such assignee, if it is not an existing Lender and\/or Eligible Assignee,
\nshall be reasonably satisfactory to the Agent;<\/p>\n

(v) such assignment does not conflict with any applicable Requirement of Law;
\nand<\/p>\n

(vi) in the case of assignment from a Lender as a result of (y) above, the
\napplicable assignee shall have consented to the applicable amendment, waiver or
\nconsent.<\/p>\n

A Lender shall not be required to make any assignment or delegation if, prior
\nthereto, the circumstances entitling the Borrower to require such assignment and
\ndelegation cease to apply.<\/p>\n

(b) At any time a Lender is a Designated Lender, the Borrower may terminate
\nin full the Commitment of such Designated Lender by giving notice to such
\nDesignated Lender and the Agent, effective as of the date such notice has been
\nreceived by both such Designated Lender and the Agent; provided<\/em> that
\n(i) at the time of such termination, (x) no Event of Default or Unmatured
\nDefault exists (or the Majority Lenders consent to such termination) and (y) no
\nAdvances are outstanding; (ii) concurrently with such termination, the Aggregate
\nCommitments shall be reduced by the Commitment of such Designated Lender (it
\nbeing understood that the Borrower may not terminate the Commitment of a
\nDesignated Lender if, after giving effect to such termination, the Outstanding
\nCredits would exceed the Aggregate Commitment); and (iii) concurrently with any
\nsubsequent payment of interest or fees to the Lenders with respect to any period
\nbefore the termination of the Commitment of such Designated Lender, the Borrower
\nshall pay to such Designated Lender its ratable share (based upon the percentage
\nof the Aggregate Commitments represented by such Defaulting Lender’s Commitment
\nbefore giving effect to such termination) of such interest or fees, as
\napplicable. The termination of the Commitment of a Defaulting Lender pursuant to
\nthis Section 2.20(b) <\/em><\/strong>shall not deemed to be a waiver
\nof any right that the Borrower, the Agent, the LC Issuing Bank or any other
\nLender may have against such Defaulting Lender.<\/p>\n

Section 2.21 Defaulting Lenders<\/em><\/strong>.<\/p>\n

(a) Notwithstanding anything to the contrary contained in this Agreement, if
\nany Lender becomes a Defaulting Lender, then, until such time as such Lender is
\nno longer a Defaulting Lender (including as a result of termination of its
\nCommitments pursuant to Section 2.20(b)<\/em><\/strong>)<\/em>, to
\nthe extent permitted by applicable law:<\/p>\n

(i) Such Defaulting Lender’s right to approve or disapprove any amendment,
\nwaiver or consent with respect to this Agreement shall be restricted as set
\nforth in the definition of Majority Lenders and in Section
\n8.1<\/em><\/strong>.<\/p>\n

(ii) Any payment of principal, interest, fees or other amounts received by
\nthe Agent hereunder for the account of such Defaulting Lender (whether voluntary
\nor mandatory, at maturity, pursuant to ARTICLE VI <\/em><\/strong>or
\notherwise) or received by the Agent from a Defaulting Lender pursuant to
\nSection 6.1<\/em><\/strong> shall be applied at such time or times as
\nmay be determined by the Agent as follows:<\/p>\n

(A) first<\/u>, to the payment of any amounts owing by such Defaulting
\nLender to the Agent hereunder;<\/p>\n

43<\/p>\n

\n

(B) second<\/u>, to the payment on a pro rata basis of any amounts owing by
\nsuch Defaulting Lender to the LC Issuing Bank or the Swingline Lender hereunder;\n<\/p>\n

(C) third<\/u>, if so determined by the Agent or requested by the LC
\nIssuing Bank or the Swingline Lender, to be held as Cash Collateral for future
\nfunding obligations of such Defaulting Lender in respect of any participation in
\nany Letter of Credit or Swingline Loan;<\/p>\n

(D) fourth<\/u>, as the Borrower may request (so long as no Unmatured
\nDefault or Event of Default exists), to the funding of any Loan in respect of
\nwhich such Defaulting Lender has failed to fund its portion thereof as required
\nby this Agreement, as determined by the Agent;<\/p>\n

(E) fifth<\/u>, if so determined by the Agent and the Borrower, to be held
\nin a non-interest bearing deposit account and released in order to satisfy
\nobligations of such Defaulting Lender to fund Advances under this Agreement;\n<\/p>\n

(F) sixth<\/u>, to the payment of any amounts owing to the Lenders, the LC
\nIssuing Bank or the Swingline Lender as a result of any judgment of a court of
\ncompetent jurisdiction obtained by any Lender, the LC Issuing Bank or the
\nSwingline Lender against such Defaulting Lender as a result of such Defaulting
\nLender’s breach of its obligations under this Agreement;<\/p>\n

(G) seventh<\/u>, so long as no Unmatured Default or Event of Default
\nexists, to the payment of any amounts owing to the Borrower as a result of any
\njudgment of a court of competent jurisdiction obtained by the Borrower against
\nsuch Defaulting Lender as a result of such Defaulting Lender’s breach of its
\nobligations under this Agreement; and<\/p>\n

(H) eighth<\/u>, to such Defaulting Lender or as otherwise directed by a
\ncourt of competent jurisdiction;<\/p>\n

provided<\/em> that if (x) such payment is a payment of the principal
\namount of any Advances or any LC Outstandings in respect of which such
\nDefaulting Lender has not fully funded its appropriate share, and (y) such
\nAdvances were made or the related Letters of Credit were issued at a time when
\nthe conditions set forth in Section 3.1 <\/em><\/strong>were satisfied
\nor waived, such payment shall be applied solely to pay the Advances of, and
\nobligations in respect of Letters of Credit owed to, all non-Defaulting Lenders
\non a pro rata basis prior to being applied to the payment of any Advances of, or
\nobligations in respect of Letters of Credit owed to, such Defaulting Lender. Any
\npayments, prepayments or other amounts paid or payable to a Defaulting Lender
\nthat are applied (or held) to pay amounts owed by a Defaulting Lender or to post
\nCash Collateral pursuant to this Section 2.21(a)(ii)<\/em><\/strong>
\nshall be deemed paid to and redirected by such Defaulting Lender, and each
\nLender irrevocably consents hereto.<\/p>\n

44<\/p>\n

\n

(iii) Any Defaulting Lender shall be entitled to receive any Facility Fee for
\nany period during which such Lender is a Defaulting Lender only to the extent
\nallocable to the sum<\/u> of (1) the outstanding amount of the Revolving
\nAdvances funded by it and (2) its LC Outstandings and Swingline Exposure for
\nwhich it has provided Cash Collateral pursuant to Section 2.21(c)
\n<\/em><\/strong>(and the Borrower shall (A) be required to pay the LC Issuing Bank
\nand the Swingline Lender the amount of such fee allocable to its Fronting
\nExposure arising from such Defaulting Lender and (B) not be required to pay the
\nremaining amount of such fee that otherwise would have been required to have
\nbeen paid to such Defaulting Lender).<\/p>\n

(iv) All or any part of such Defaulting Lender’s LC Outstandings and
\nSwingline Exposure shall automatically (effective on the day such Lender becomes
\na Defaulting Lender) be reallocated among the non-Defaulting Lenders in
\naccordance with their respective Credit Exposures (calculated without regard to
\nsuch Defaulting Lender’s Commitment) but only to the extent that (x) no Default
\nshall have occurred and be continuing (and, unless the Borrower shall have
\notherwise notified the Agent at the time, the Borrower shall be deemed to have
\nrepresented and warranted that such condition is satisfied at such time) and (y)
\nsuch reallocation does not cause the Credit Exposure of any non-Defaulting
\nLender to exceed such non-Defaulting Lender’s Commitment.<\/p>\n

(v) If the reallocation described in Section
\n2.21(a)(iv)<\/em><\/strong> cannot, or can only partially, be effected, the
\nBorrower shall, without prejudice to any right or remedy available to it
\nhereunder or under law, within two Business Days following notice by the Agent,
\nCash Collateralize such Defaulting Lender’s LC Outstandings and its Swingline
\nExposure (after giving effect to any partial reallocation pursuant to
\nSection 2.21(a)(iv)<\/em><\/strong>) in accordance with the procedures
\nset forth in Section 2.21(c)<\/em><\/strong>.<\/p>\n

(b) If the Borrower, the Agent, the LC Issuing Bank and the Swingline Lender
\nagree in writing in their sole discretion that a Defaulting Lender should no
\nlonger be deemed to be a Defaulting Lender, the Agent will so notify the parties
\nhereto, whereupon as of the effective date specified in such notice and subject
\nto any conditions set forth therein (which may include arrangements with respect
\nto any Cash Collateral), such Lender will, to the extent applicable, purchase
\nthat portion of outstanding Advances of the other Lenders or take such other
\nactions as the Agent may determine to be necessary to cause the Revolving
\nAdvances and funded and unfunded participations in Letters of Credit and
\nSwingline Advances to be held on a pro rata basis by the Lenders in accordance
\nwith their respective Credit Exposures (without giving effect to
\nSection 2.21(a)(iv)<\/em><\/strong>), whereupon such Lender will cease
\nto be a Defaulting Lender; provided<\/em> that no adjustments will be made
\nretroactively with respect to fees accrued or payments made by or on behalf of
\nthe Borrower while such Lender was a Defaulting Lender; provided further<\/u>
\nthat, except to the extent otherwise expressly agreed by the affected parties,
\nno change hereunder from Defaulting Lender to Lender will constitute a waiver or
\nrelease of any claim of any party hereunder arising from such Lender’s having
\nbeen a Defaulting Lender.<\/p>\n

45<\/p>\n

\n

(c) At any time that there shall exist a Defaulting Lender, within one
\nBusiness Day following the written request of the Agent, the LC Issuing Bank or
\nthe Swingline Lender, the Borrower shall Cash Collateralize all Fronting
\nExposure with respect to such Defaulting Lender (determined after giving effect
\nto Section 2.21(a)(iv)<\/em><\/strong> and any Cash Collateral
\nprovided by such Defaulting Lender).<\/p>\n

(i) The Borrower, and to the extent provided by any Defaulting Lender, such
\nDefaulting Lender, hereby grants to the Agent, the LC Issuing Bank and the
\nLenders (including the Swingline Lender) and agrees to maintain, a first
\npriority security interest in all such Cash Collateral as security for the
\nDefaulting Lenders’ obligation to fund participations in respect of the
\nobligations to which such Cash Collateral may be applied pursuant to
\nSection 2.21(c)(ii)<\/em><\/strong>. If at any time the Agent
\ndetermines that Cash Collateral is subject to any right or claim of any Person
\nother than the Agent and the LC Issuing Banks as herein provided, or that the
\ntotal amount of such Cash Collateral is less than the applicable Fronting
\nExposure, the Borrower will, promptly upon demand by the Agent, pay or provide
\nto the Agent additional Cash Collateral in an amount sufficient to eliminate
\nsuch deficiency (after giving effect to any Cash Collateral provided by the
\nDefaulting Lender).<\/p>\n

(ii) Notwithstanding anything to the contrary contained in this Agreement,
\nCash Collateral provided under this Section 2.21<\/em><\/strong> in
\nrespect of Letters of Credit or Swingline Advances shall be applied to the
\nsatisfaction of the Defaulting Lender’s obligation to fund participations in
\nrespect of the applicable Letters of Credit and Swingline Advances (including,
\nas to Cash Collateral provided by a Defaulting Lender, any interest accrued on
\nsuch obligation) and other obligations for which the Cash Collateral was so
\nprovided, prior to any other application of such property as may otherwise be
\nprovided for herein.<\/p>\n

(iii) Cash Collateral (or the appropriate portion thereof) provided to reduce
\nany Fronting Exposure or other obligations shall no longer be required to be
\nheld as Cash Collateral pursuant to this Section 2.21<\/em><\/strong>
\nfollowing (i) the elimination of the applicable Fronting Exposure or other
\nobligations giving rise thereto (including by the termination of Defaulting
\nLender status of the applicable Lender), or (ii) the determination by the Agent
\nthat there exists excess Cash Collateral; provided however<\/em> that, (x)
\nCash Collateral furnished by the Borrower shall not be released during the
\ncontinuance of a Default (and following application as provided in this
\nSection 2.21<\/em><\/strong> may otherwise be applied in accordance
\nwith Section 2.18<\/em><\/strong>) and (y) the Person providing Cash
\nCollateral and the LC Issuing Bank or Swingline Lender, as applicable, may agree
\nthat Cash Collateral shall be held to support future anticipated Fronting
\nExposure or other obligations.<\/p>\n

ARTICLE III <\/strong><\/p>\n

CONDITIONS TO EXTENSIONS OF CREDIT <\/strong><\/p>\n

Section 3.1 Conditions Precedent to Amendment Effective
\nDate<\/em><\/strong>. The occurrence of the Amendment Effective Date is subject to
\nsatisfaction of the following conditions precedent:<\/p>\n

(a) The Agent shall have received the following, in form and substance
\nsatisfactory to the Lenders:<\/p>\n

(i) this Agreement, dated as of the Amendment Effective Date and duly
\nexecuted by the Borrower, each Lender, the LC Issuing Bank and the Agent;<\/p>\n

46<\/p>\n

\n

(ii) each Note requested by a Lender pursuant to Section 2.16
\n<\/em><\/strong>payable to the order of each such Lender, dated as of the
\nAmendment Effective Date and duly completed and executed by the Borrower;<\/p>\n

(iii) copies of (A) the resolutions of the Board of Directors of the Borrower
\napproving this Agreement and the other Loan Documents to which it is, or is to
\nbe, a party, and (B) all documents evidencing other necessary corporate action
\non the part of the Borrower with respect to this Agreement and the other Loan
\nDocuments, certified by the Secretary or an Assistant Secretary of the Borrower;\n<\/p>\n

(iv) a certificate of the Secretary or an Assistant Secretary of the Borrower
\ncertifying the names, true signatures and incumbency of the officers of the
\nBorrower authorized to sign this Agreement and the other Loan Documents to which
\nit is, or is to be, a party;<\/p>\n

(v) copies of the Certificate of Incorporation (or comparable charter
\ndocument) and by-laws of the Borrower, together with all amendments thereto,
\ncertified by the Secretary or an Assistant Secretary of the Borrower;<\/p>\n

(vi) copies of all Governmental Approvals, if any, required in connection
\nwith the execution, delivery and performance of this Agreement and the other
\nLoan Documents, certified by the Secretary or an Assistant Secretary of the
\nBorrower;<\/p>\n

(vii) copies of the financial statements referred to in Section
\n4.1(f)<\/em><\/strong>;<\/p>\n

(viii) favorable opinions, which permit reliance by permitted assigns of each
\nof the Agent and the Lenders, of:<\/p>\n

(A) Brownstein Hyatt Farber Schreck, LLP, counsel for the Borrower, in
\nsubstantially the form of Exhibit 3.1(a)(viii)(A)<\/em><\/strong> and
\nas to such other matters as the Majority Lenders, through the Agent, may
\nreasonably request; and<\/p>\n

(B) In-house Counsel of the Borrower, in substantially the form of
\nExhibit 3.1(a)(viii)(B)<\/em><\/strong> and as to such other matters
\nas the Majority Lenders, through the Agent, may reasonably request; and<\/p>\n

(ix) such other approvals, opinions and documents as any Lender, through the
\nAgent, may reasonably request.<\/p>\n

47<\/p>\n

\n

(b) The following statements shall be true and correct, and the Agent shall
\nhave received a certificate of a duly authorized officer of the Borrower, dated
\nthe date of the Amendment Effective Date and in sufficient copies for each
\nLender, stating that:<\/p>\n

(i) the representations and warranties set forth in Section 4.1
\n<\/em><\/strong>of this Agreement are true and correct on and as of the date of
\nthe Amendment Effective Date as though made on and as of such date; and<\/p>\n

(ii) no event has occurred and is continuing that constitutes an Unmatured
\nDefault or an Event of Default.<\/p>\n

(c) The Borrower shall have paid (i) all fees payable hereunder or payable
\npursuant to the Fee Letters and the Existing Facility to the extent then due and
\npayable, and (ii) all costs and expenses of the Agent (including counsel fees
\nand disbursements) incurred through (and for which statements have been provided
\nprior to) the Amendment Effective Date.<\/p>\n

(d) The Agent and each Lender shall have received all documentation and
\ninformation required by regulatory authorities under applicable “know your
\ncustomer” and anti-money laundering rules and regulations, including without
\nlimitation the PATRIOT Act.<\/p>\n

Section 3.2 Conditions Precedent to Each Extension of
\nCredit<\/em><\/strong>. The obligation of (i) each Lender to make an Advance on
\nthe occasion of each Borrowing (including the initial Borrowing) that would
\ncause the aggregate principal amount of Advances outstanding hereunder to
\nincrease and (ii) the LC Issuing Bank to issue, extend the expiry date or
\nincrease the amount of, any Letter of Credit shall be subject to the conditions
\nprecedent that, on the date of such Extension of Credit:<\/p>\n

(a) the following statements shall be true and correct (and each of the
\ngiving of the applicable Notice of Borrowing, Notice of Swingline Borrowing or
\nRequest for Issuance, as the case may be, and the acceptance by the Borrower of
\nthe proceeds of such Borrowing or the issuance, extension or increase of such
\nLetter of Credit, as the case may be, shall constitute a representation and
\nwarranty by the Borrower that, on the date of such Extension of Credit, such
\nstatements are true and correct):<\/p>\n

(i) the representations and warranties contained in Section 4.1
\n<\/em><\/strong>(other than the representation and warranty set forth in
\nSection 4.1(e)<\/em><\/strong>) are true and correct in all material
\nrespects, or if such representation is qualified as to materiality, true and
\ncorrect in all respects, on and as of the date of such Extension of Credit,
\nbefore and after giving effect to the application of the proceeds of any
\nBorrowing made in connection therewith or the issuance or amendment of any
\nLetter of Credit in connection therewith, as the case may be, as though made on
\nand as of such date;<\/p>\n

(ii) no event has occurred and is continuing, or would result from such
\nExtension of Credit or from the application of proceeds of any Borrowing made in
\nconnection therewith or the issuance or amendment of any Letter of Credit in
\nconnection therewith, as the case may be, that constitutes an Event of Default
\nor an Unmatured Default; and<\/p>\n

(iii) after giving effect to such Extension of Credit, the Borrower’s
\nOutstanding Credits will not exceed its borrowing authority as allowed by
\napplicable governmental authorities.<\/p>\n

48<\/p>\n

\n

(b) the Agent shall have received such other approvals, opinions, or
\ndocuments as the Agent, or the Majority Lenders through the Agent, may
\nreasonably request, and such approvals, opinions, and documents shall be
\nsatisfactory in form and substance to the Agent.<\/p>\n

Section 3.3 Reliance on Certificates<\/em><\/strong>. The Lenders,
\nthe LC Issuing Banks and the Agent shall be entitled to rely conclusively upon
\nthe certificates delivered from time to time by officers of the Borrower as to
\nthe names, incumbency, authority and signatures of the respective Persons named
\ntherein until such time as the Agent may receive a replacement certificate, in
\nform acceptable to the Agent, from an officer of such Person identified to the
\nAgent as having authority to deliver such certificate, setting forth the names
\nand true signatures of the officers and other representatives of such Person
\nthereafter authorized to act on behalf of such Person.<\/p>\n

ARTICLE IV <\/strong><\/p>\n

REPRESENTATIONS AND WARRANTIES <\/strong><\/p>\n

Section 4.1 Representations and Warranties of the
\nBorrower<\/em><\/strong>. The Borrower represents and warrants as follows:<\/p>\n

(a) Each of the Borrower and its Significant Subsidiaries is a corporation
\nduly organized and validly existing under the laws of the jurisdiction of its
\nincorporation and is duly qualified to do business in, and is in good standing
\nin, all other jurisdictions where the nature of its business or the nature of
\nproperty owned or used by it makes such qualification necessary (except where
\nthe failure to so qualify would not constitute a Material Adverse Change).<\/p>\n

(b) The execution, delivery and performance by the Borrower of this Agreement
\nand the other Loan Documents to which it is or will be a party, and the receipt
\nby the Borrower of the proceeds of Extensions of Credit on the date of any
\nExtension of Credit, are within the Borrower’s corporate powers, have been duly
\nauthorized by all necessary corporate action, and do not and will not contravene
\n(i) the Borrower’s charter or by-laws, (ii) any Requirement of Law, or (iii) any
\nlegal or contractual restriction binding on or affecting the Borrower; and such
\nexecution, delivery and performance do not and will not result in or require the
\ncreation of any Lien (other than pursuant to the Loan Documents) upon or with
\nrespect to any of its properties.<\/p>\n

(c) No Governmental Approval is required in connection with the execution,
\ndelivery or performance by the Borrower of any Loan Document.<\/p>\n

(d) This Agreement is, and each other Loan Document to which the Borrower
\nwill be a party when executed and delivered hereunder will be, legal, valid and
\nbinding obligations of the Borrower enforceable against the Borrower in
\naccordance with their respective terms, subject to the qualifications, however,
\nthat the enforcement of the rights and remedies herein and therein is subject to
\nbankruptcy and other similar laws of general application affecting rights and
\nremedies of creditors and that the remedy of specific performance or of
\ninjunctive relief is subject to the discretion of the court before which any
\nproceedings therefor may be brought.<\/p>\n

(e) Since December 31, 2010, except as disclosed in the Borrower’s Report on
\nForm 10-K for the year ended December 31, 2010 and Report on Form 10-Q for the
\nperiod ended September 30, 2011 (but excluding any risk factors, forward-looking
\ndisclosures and any other disclosures that are cautionary, predictive or
\nforward-looking in nature), there has been no event or circumstance that has had
\nor could be reasonably expected to have, either individually or in the
\naggregate, a Material Adverse Change.<\/p>\n

49<\/p>\n

\n

(f) The audited consolidated balance sheets of the Borrower and its
\nSubsidiaries as at December 31, 2010, and the related audited consolidated
\nstatements of income of the Borrower and its Subsidiaries for the fiscal year
\nthen ended, and the unaudited consolidated balance sheets of the Borrower and
\nits Subsidiaries as at September 30, 2011 and the related unaudited consolidated
\nstatements of income for the nine-month period then ended, copies of each of
\nwhich have been furnished to each Bank, fairly present (subject, in the case of
\nsuch balance sheets and statements of income for the nine-month period ended
\nSeptember 30, 2011, to year-end adjustments) the consolidated financial
\ncondition of the Borrower and its Subsidiaries as at such dates and the
\nconsolidated results of operations of the Borrower and its Subsidiaries for the
\nperiods ended on such dates, all in accordance, in all material respects, with
\nGAAP.<\/p>\n

(g) Except as disclosed in the Borrower’s Report on Form 10-K for the year
\nended December 31, 2010 and Report on Form 10-Q for the period ended September
\n30, 2011 (but excluding any risk factors, forward-looking disclosures and any
\nother disclosures that are cautionary, predictive or forward-looking in nature),
\nthere is no pending or threatened action or proceeding affecting the Borrower or
\nany of its Significant Subsidiaries or properties before any court, governmental
\nagency or arbitrator, that might reasonably be expected to constitute a Material
\nAdverse Change, and since December 31, 2010 there have been no material adverse
\ndevelopments in any action or proceeding so disclosed that might reasonably be
\nexpected to constitute a Material Adverse Change.<\/p>\n

(h) No ERISA Event has occurred or is reasonably expected to occur with
\nrespect to any Plan of the Borrower or any of its ERISA Affiliates which would
\nresult in a liability to the Borrower, no “prohibited transaction” has occurred
\nwith respect to any Plan of the Borrower that is reasonably expected to result
\nin a liability to the Borrower and neither the Borrower nor any of its ERISA
\nAffiliates has incurred nor reasonably expects to incur any withdrawal liability
\nunder ERISA to any Multiemployer Plan, in each case that could reasonably be
\nexpected to constitute a Material Adverse Change.<\/p>\n

(i) The Borrower has filed all tax returns (Federal, state and local)
\nrequired to be filed and paid all taxes shown thereon to be due, including
\ninterest and penalties, or, to the extent the Borrower is contesting in good
\nfaith by appropriate proceedings an assertion of liability based on such returns
\nand has provided adequate reserves for payment thereof in accordance with GAAP.\n<\/p>\n

(j) Neither the Borrower nor any Significant Subsidiary of the Borrower is
\nengaged principally, or as one of its important activities, in the business of
\npurchasing or carrying Margin Stock, or extending credit for the purpose of
\npurchasing or carrying Margin Stock. After the making of each Extension of
\nCredit, Margin Stock will constitute less than 25 percent of the assets (as
\ndetermined by any reasonable method) of the Borrower and its Significant
\nSubsidiaries on a consolidated basis.<\/p>\n

50<\/p>\n

\n

(k) The Borrower is not an “investment company” or a company “controlled” by
\nan “investment company”, within the meaning of the Investment Company Act of
\n1940, as amended.<\/p>\n

(l) Neither the Borrower or any Affiliate of the Borrower (i) is a Sanctioned
\nPerson, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii)
\nderives more than 15% of its operating income from investments in, or
\ntransactions with, Sanctioned Persons or Sanctioned Countries. No part of the
\nproceeds of any Advance hereunder will be used directly or indirectly to fund
\nany operations in, finance any investments or activities in or make any payments
\nto, a Sanctioned Person or a Sanctioned Country.<\/p>\n

(m) Neither the making of the Advances hereunder nor the use of the proceeds
\nthereof will violate the PATRIOT Act, the Trading with the Enemy Act, as
\namended, or any of the foreign assets control regulations of the United States
\nTreasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
\nlegislation or executive order relating thereto. The Borrower and its
\nSignificant Subsidiaries are in compliance in all material respects with the
\nPATRIOT Act.<\/p>\n

(n) Each of the Borrower and its Significant Subsidiaries has timely filed
\nall material reports, documents and other materials required to be filed by it
\nin order to comply with the requirements of all applicable laws, rules,
\nregulations and orders of any governmental authority, and is otherwise in
\ncompliance with the requirements of all applicable laws, rules, regulations and
\norders of any governmental authority in respect of the conduct of its business
\nand the ownership and operation of its properties, except in each case to the
\nextent that the failure to comply therewith, individually or in the aggregate,
\ncould not reasonably be expected to constitute a Material Adverse Change.<\/p>\n

ARTICLE V <\/strong><\/p>\n

COVENANTS OF THE BORROWER <\/strong><\/p>\n

Section 5.1 Affirmative Covenants<\/em><\/strong>. So long as any
\namount in respect of this Agreement shall remain unpaid, any Lender shall have
\nany Commitment or any Letter of Credit shall remain outstanding, the Borrower
\nwill, unless the Majority Lenders shall otherwise consent in writing:<\/p>\n

(a) Payment of Taxes, Etc<\/em>. Pay and discharge, and cause each of its
\nDomestic Subsidiaries to pay and discharge, before the same shall become
\ndelinquent, all taxes, assessments and governmental charges, royalties or levies
\nimposed upon it or upon its property except, in the case of taxes, to the extent
\nthe Borrower or such Domestic Subsidiary is contesting the same in good faith
\nand by appropriate proceedings and has set aside adequate reserves for the
\npayment thereof in accordance with GAAP, unless the failure to do so would not
\nconstitute a Material Adverse Change.<\/p>\n

(b) Maintenance of Insurance<\/em>. Maintain, or cause to be maintained,
\ninsurance or other risk management programs covering the Borrower and each of
\nits Subsidiaries and their respective properties in effect at all times in such
\namounts and covering such risks and using such means as are usual and customary
\nfor companies of a similar size (based on the aggregate<\/p>\n

51<\/p>\n

\n

book value of the Borrower’s assets, as determined on a consolidated basis in
\naccordance with GAAP), engaged in similar businesses and owning similar
\nproperties, either with reputable insurance companies or, in whole or in part,
\nby establishing reserves of one or more insurance funds or other risk management
\nmechanisms, either alone or with other corporations or associations, unless the
\nfailure to do so would not constitute a Material Adverse Change.<\/p>\n

(c) Preservation of Existence, Etc<\/em>. Preserve and maintain, and cause
\neach of the Utilities to preserve and maintain, its corporate existence (except
\nin a transaction permitted by Section 5.2(c)<\/em><\/strong>),
\nmaterial rights (statutory and otherwise) and franchises; provided<\/em>,
\nhowever<\/em>, that neither the Borrower nor any of the Utilities shall be
\nrequired to preserve and maintain any such right or franchise, unless the
\nfailure to do so would constitute a Material Adverse Change.<\/p>\n

(d) Compliance with Laws, Etc<\/em>. Comply, and cause each of its
\nSubsidiaries to comply, with the requirements of all applicable laws, rules,
\nregulations and orders of any governmental authority, including without
\nlimitation any such laws, rules, regulations and orders relating to zoning,
\nenvironmental protection, use and disposal of Hazardous Substances, land use,
\nERISA, construction and building restrictions, and employee safety and health
\nmatters relating to business operations, the non-compliance with which would
\nconstitute a Material Adverse Change.<\/p>\n

(e) Inspection Rights<\/em>. At the reasonable expense of the Borrower, at
\nany time and from time to time, upon reasonable notice, permit or arrange for
\nthe Agent, the LC Issuing Bank, the Lenders and their respective agents and
\nrepresentatives to examine and make copies of and abstracts from the records and
\nbooks of account of, and the properties of, the Borrower and each of its
\nSubsidiaries, and to discuss the affairs, finances and accounts of the Borrower
\nand its Subsidiaries with the Borrower and its Subsidiaries and their respective
\nofficers, directors and accountants.<\/p>\n

(f) Keeping of Books<\/em>. Keep, and cause its Subsidiaries to keep,
\nproper records and books of account, in which full and correct entries shall be
\nmade of all financial transactions of the Borrower and its Subsidiaries and the
\nassets and business of the Borrower and its Subsidiaries, in accordance with
\nGAAP.<\/p>\n

(g) Maintenance of Properties, Etc<\/em>. Maintain, and cause each of its
\nSubsidiaries to maintain, good and marketable title to, and preserve, maintain,
\ndevelop, and operate in substantial conformity with all laws and material
\ncontractual obligations, all of its properties which are used or useful in the
\nconduct of its business in good working order and condition, ordinary wear and
\ntear excepted, except where the failure to do so would not constitute a Material
\nAdverse Change.<\/p>\n

(h) Reporting Requirements<\/em>. Furnish to each Lender in the manner
\nprescribed in the last paragraph of this subsection (h):<\/p>\n

(i) as soon as possible and in any event within five Business Days after the
\noccurrence of each Unmatured Default or Event of Default continuing on the date
\nof such statement, a statement of a Senior Financial Officer setting forth
\ndetails of such Unmatured Default or Event of Default and the action that the
\nBorrower proposes to take with respect thereto;<\/p>\n

52<\/p>\n

\n

(ii) as soon as available and in any event within sixty days after the end of
\neach of the first three quarters of each fiscal year of the Borrower, a
\nconsolidated balance sheet of the Borrower and its Subsidiaries as at the end of
\nsuch quarter and consolidated statements of income and cash flows of the
\nBorrower and its Subsidiaries for the period commencing at the end of the
\nprevious fiscal year and ending with the end of such quarter, all in reasonable
\ndetail and duly certified (subject to year end audit adjustments) by a Senior
\nFinancial Officer as having been prepared in accordance (in all material
\nrespects) with GAAP, together with a certificate of said officer stating that no
\nUnmatured Default or Event of Default has occurred and is continuing or, if an
\nUnmatured Default or Event of Default has occurred and is continuing, a
\nstatement as to the nature thereof and the action that the Borrower proposes to
\ntake with respect thereto; provided<\/em> that delivery by the Borrower to
\nthe Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with
\nthe Securities and Exchange Commission for any quarter shall satisfy the
\nBorrower’s obligation under this Section 5.1(h)(ii)<\/em><\/strong>
\nwith respect to such quarter;<\/p>\n

(iii) as soon as available and in any event within 120 days after the end of
\neach fiscal year of the Borrower, a copy of the audited consolidated balance
\nsheet of the Borrower and its Subsidiaries as at the end of such fiscal year and
\nconsolidated statements of income, retained earnings and cash flows of the
\nBorrower and its Subsidiaries for such fiscal year, such consolidated statements
\nto be accompanied by a report and opinion of an independent certified public
\naccountant of nationally recognized standing, which report and opinion shall be
\nprepared in accordance with generally accepted auditing standards and shall not
\nbe subject to any “going concern” or like qualification or exception or any
\nqualification or exception as to the scope of such audit, together with a
\ncertificate of said officer stating that no Unmatured Default or Event of
\nDefault has occurred and is continuing or, if an Unmatured Default or Event of
\nDefault has occurred and is continuing, a statement as to the nature thereof and
\nthe action that the Borrower proposes to take with respect thereto;
\nprovided<\/em> that delivery by the Borrower to the Agent of copies of the
\nBorrower’s annual Form 10-K filed with the Securities and Exchange Commission
\nfor any year shall satisfy the Borrower’s obligation under this
\nSection 5.1(h)(iii)<\/em><\/strong> with respect to such year;<\/p>\n

(iv) concurrently with the delivery of the financial statements referred to
\nin clauses (ii) and (iii) above, a certificate signed by the principal executive
\nofficer and the principal financial officer of the Borrower (i) stating whether
\na Default or Event of Default has occurred and is continuing on the date of such
\ncertificate, and if a Default or an Event of Default has then occurred and is
\ncontinuing, specifying the details thereof and the action that the Borrower has
\ntaken or proposes to take with respect thereto, (ii) setting forth in reasonable
\ndetail calculations demonstrating compliance with Section 5.2(f)
\n<\/em><\/strong>and (iii) stating whether any change in GAAP or the application
\nthereof has occurred since the date of the audited financial statements referred
\nto in Section 4.1<\/em><\/strong> and, if any change has occurred,
\nspecifying the effect of such change on the financial statements accompanying
\nsuch certificate;<\/p>\n

53<\/p>\n

\n

(v) as soon as possible and in any event within 10 days after any ERISA Event
\nwith respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower
\nhas occurred, a statement of a Senior Financial Officer describing such ERISA
\nEvent and the action, if any, which the Borrower or such ERISA Affiliate
\nproposes to take with respect thereto;<\/p>\n

(vi) promptly after receipt thereof by the Borrower or any of its ERISA
\nAffiliates from the PBGC copies of each notice received by the Borrower or such
\nERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or
\nsuch ERISA Affiliate or to have a trustee appointed to administer any such Plan;\n<\/p>\n

(vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate
\nof the Borrower from a Multiemployer Plan sponsor, a copy of each notice
\nreceived by the Borrower or such ERISA Affiliate concerning the imposition or
\namount of withdrawal liability in an aggregate principal amount of at least
\n$5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or
\nsuch ERISA Affiliate is reasonably expected to be liable;<\/p>\n

(viii) promptly after requested, such documents or governmental reports or
\nfilings relating to any Plan as the Agent or the LC Issuing Bank or any Lender
\nthrough the Agent may from time to time reasonably request;<\/p>\n

(ix) promptly after the Borrower becomes aware of the occurrence thereof,
\nnotice of all actions, suits, proceedings or other events (A) of the type
\ndescribed in Section 4.1(g) <\/em><\/strong>or (B) for which the
\nAgent, the LC Issuing Bank and the Lenders will be entitled to indemnity under
\nSection 8.4(b)<\/em><\/strong>;<\/p>\n

(x) promptly after the sending or filing thereof, copies of all such proxy
\nstatements, financial statements, and reports which the Borrower sends to its
\npublic security holders (if any), and copies of all regular, periodic and
\nspecial reports, and all registration statements and periodic or special
\nreports, if any, which the Borrower or any Subsidiary of the Borrower files with
\nthe Securities and Exchange Commission or any other governmental authority which
\nmay be substituted therefor, or with any national securities exchange; and<\/p>\n

(xi) promptly after requested, such other information respecting the
\nbusiness, properties, results of operations, prospects, revenues, condition or
\noperations, financial or otherwise, of the Borrower or any of its Subsidiaries
\nas the Agent or the LC Issuing Bank or any Lender through the Agent may from
\ntime to time reasonably request.<\/p>\n

Documents required to be delivered pursuant to Section
\n5.1(h)(ii)<\/em><\/strong> or Section 5.1(h)(iii)<\/em><\/strong> may be
\ndelivered electronically and, if so delivered, shall be deemed to have been
\ndelivered on the date (i) on which the Borrower posts such documents, or
\nprovides a link thereto, on a website on the internet at a website address
\npreviously specified to the Agent and the Lenders; or (ii) on which such
\ndocuments are posted on the Borrower’s behalf on SyndTrak or another relevant
\nwebsite, if any, to which each of the Agent and each Lender has access;
\nprovided<\/em> that (i) upon the request of the Agent or any Lender, the
\nBorrower shall deliver paper copies of such<\/p>\n

54<\/p>\n

\n

documents to the Agent or such Lender (until a written request to cease
\ndelivering paper copies is given by the Agent or such Lender) and (ii) the
\nBorrower shall notify (which may be by a facsimile or electronic mail) the Agent
\nand each Lender of the posting of any documents. The Agent shall have no
\nobligation to request the delivery of, or to maintain copies of, the documents
\nreferred to above or to monitor compliance by any Borrower with any such request
\nfor delivery, and each Lender shall be solely responsible for requesting
\ndelivery to it or maintaining its copies of such documents.<\/p>\n

(i) Use of Proceeds<\/em>. Use the proceeds of the Advances hereunder
\nsolely for the Borrower’s general corporate purposes (including working capital,
\ninterim funding of capital expenditures and supporting commercial paper issued
\nby the Borrower), and not to (x) finance any Hostile Acquisition or (y) purchase
\nor carry any Margin Stock in violation of Federal Reserve Board Regulations T, U
\nor X.<\/p>\n

(j) Further Assurances<\/em>. At the expense of the Borrower, promptly
\nexecute and deliver, or cause to be promptly executed and delivered, all further
\ninstruments and documents, and take and cause to be taken all further actions,
\nthat may be necessary or that the Majority Lenders through the Agent may
\nreasonably request to enable the Lenders, the LC Issuing Bank and the Agent to
\nenforce the terms and provisions of this Agreement and to exercise their rights
\nand remedies hereunder or under any other Loan Document. In addition, the
\nBorrower will use all reasonable efforts to duly obtain Governmental Approvals
\nrequired in connection with the Loan Documents from time to time on or prior to
\nsuch date as the same may become legally required, and thereafter to maintain
\nall such Governmental Approvals in full force and effect.<\/p>\n

(k) OFAC, PATRIOT Act Compliance<\/em>. The Borrower will, and will cause
\neach of its Subsidiaries to, (i) refrain from doing business in a Sanctioned
\nCountry or with a Sanctioned Person in violation of the economic sanctions of
\nthe United States administered by OFAC, and (ii) provide, to the extent
\ncommercially reasonable, such information and take such actions as are
\nreasonably requested by the Agent or any Lender in order to assist the Agent and
\nthe Lenders in maintaining compliance with the PATRIOT Act.<\/p>\n

Section 5.2 Negative Covenants<\/em><\/strong>. So long as any
\namount in respect of this Agreement shall remain unpaid, any Lender shall have
\nany Commitment or any Letter of Credit shall remain outstanding, the Borrower
\nwill not, without the written consent of the Majority Lenders:<\/p>\n

(a) Liens, Etc<\/em>. Create, incur, assume, or suffer to exist, or permit
\nany of its Subsidiaries to create, incur, assume, or suffer to exist, any lien,
\nsecurity interest, or other charge or encumbrance (including the lien or
\nretained security title of a conditional vendor) of any kind, or any other type
\nof arrangement intended or having the effect of conferring upon a creditor a
\npreferential interest upon or with respect to any of its properties of any
\ncharacter (including, without limitation, accounts) (any of the foregoing being
\nreferred to herein as a “Lien<\/em><\/strong>“), excluding<\/em>,
\nhowever, from the operation of the foregoing restrictions the Liens created
\nunder the Loan Documents and the following:<\/p>\n

(i) Liens for taxes, assessments or governmental charges or levies to the
\nextent not past due;<\/p>\n

55<\/p>\n

\n

(ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
\nworkmen’s and repairmen’s liens and other similar Liens arising in the ordinary
\ncourse of business securing obligations which are not overdue and which have
\nbeen in existence less than ninety days, or which are being contested in good
\nfaith by appropriate proceedings and for which adequate reserves have been
\nestablished in accordance with GAAP (if so required);<\/p>\n

(iii) pledges or deposits to secure obligations under workmen’s compensation
\nlaws or similar legislation, to secure public or statutory obligations of the
\nBorrower or such Subsidiary, or to secure the utility obligations of any such
\nSubsidiary incurred in the ordinary course of business;<\/p>\n

(iv)(A) purchase money Liens upon or in property now owned or hereafter
\nacquired by the Borrower or any of its Subsidiaries in the ordinary course of
\nbusiness (consistent with present practices, it being understood that for
\npurposes of this clause, the purchase, construction or maintenance of generating
\nfacilities by the Utilities shall be deemed to be in the ordinary course of
\nbusiness and consistent with present practices) to secure (1) the purchase price
\nof such property or (2) Debt incurred solely for the purpose of financing the
\nacquisition, construction or improvement of any such property to be subject to
\nsuch Liens, or (B) Liens existing on any such property at the time of
\nacquisition, or extensions, renewals or replacements of any of the foregoing for
\nthe same or a lesser amount, provided<\/em> that no such Lien shall extend to
\nor cover any property other than the property being acquired, constructed or
\nimproved and replacements, modifications and proceeds of such property, and no
\nsuch extension, renewal or replacement shall extend to or cover any property not
\ntheretofore subject to the Lien being extended, renewed or replaced;<\/p>\n

(v) Liens on the capital stock of any of the Borrower’s single-purpose
\nSubsidiaries or any such Subsidiary’s assets to secure the repayment of project
\nfinancing or Nonrecourse Debt for such Subsidiary;<\/p>\n

(vi) attachment, judgment or other similar Liens arising in connection with
\ncourt proceedings, provided<\/em> that the execution or other enforcement of
\nsuch Liens is effectively stayed and the claims secured thereby are being
\nactively contested in good faith by appropriate proceedings or the payment of
\nwhich is covered in full (subject to customary deductible amounts) by insurance
\nmaintained with responsible insurance companies;<\/p>\n

(vii) Liens securing obligations under agreements entered into pursuant to
\nthe Iowa Industrial New Jobs Training Act or any similar or successor
\nlegislation, provided<\/em> that such obligations do not exceed $5,000,000 in
\nthe aggregate at any one time outstanding;<\/p>\n

(viii) Liens created pursuant to the Mortgage Bond Indentures;<\/p>\n

56<\/p>\n

\n

(ix) Liens on the ownership interests in, and the assets of, any Foreign
\nSubsidiary to secure not more than $300,000,000 aggregate principal amount of
\nDebt of any Foreign Subsidiary; provided<\/em> that in the event any such
\nDebt is not denominated in Dollars, the calculation of the Dollar equivalent
\namount of such Debt shall be made as of the date of the incurrence of such Lien
\nsecuring such Debt;<\/p>\n

(x) Liens in favor of Wells Fargo, as agent under the Utility Facilities to
\nsecure the obligations of the respective Utilities under such agreements;<\/p>\n

(xi) Liens incurred in connection with the sales of assets permitted in
\nSection 5.2(d)(ix)<\/em><\/strong>;<\/p>\n

(xii) Liens incurred by the Borrower or any of its Subsidiaries on assets of
\nthe Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations
\nother than for borrowed money, in an aggregate principal amount not to exceed
\n(x) in the case of the Borrower and all its Subsidiaries other than the
\nUtilities and their respective Subsidiaries, $100,000,000 outstanding at any one
\ntime, and (y) in the case of each Utility and its Subsidiaries, $100,000,000
\noutstanding at any one time;<\/p>\n

(xiii) Liens on nuclear fuel granted in connection with any financing
\narrangement for the purpose of purchasing or leasing such nuclear fuel;<\/p>\n

(xiv) Liens constituting easements, restrictions and other similar
\nencumbrances arising in the ordinary course of business, which in the aggregate
\ndo not materially adversely affect the Borrower’s use of its properties;<\/p>\n

(xv) Liens set forth in Schedule III hereto, and any extensions, renewals,
\nrefinancing or replacements of any such Liens upon or in the same property
\ntheretofore subject thereto; and<\/p>\n

(xvi) other Liens securing obligations of the Borrower and its Subsidiaries
\nnot to exceed more than five percent (5%) of the consolidated assets (valued at
\nbook value) of the Borrower and its Subsidiaries at any time.<\/p>\n

(b) Transactions with Affiliates<\/em>. Enter into, or permit any of its
\nSubsidiaries to enter into, any transaction with an Affiliate of the Borrower,
\nunless such transaction (i) is on terms no less favorable to the Borrower or
\nsuch Subsidiary, as the case may be, than if the transaction had been negotiated
\nin good faith on an arm’s length basis with a Person that was not an Affiliate
\nof the Borrower, (ii) is among wholly-owned Subsidiaries of the Borrower or
\nbetween the Borrower and a wholly-owned Subsidiary or (iii) (A) is permitted by
\napplicable utility or utility holding company regulations or (B) has received
\nall required Government Approvals from each governmental authority exercising
\njurisdiction over any party thereto, in each case under the foregoing clause
\n(iii) only to the extent such transaction is not materially adverse to the
\nLenders, the LC Issuing Bank and the Agent.<\/p>\n

57<\/p>\n

\n

(c) Mergers, Etc<\/em>.<\/p>\n

(i) merge with or into or consolidate with or into any other Person, except
\nthe Borrower may merge with or into or consolidate with or into any of its
\nSubsidiaries, provided<\/em> that immediately after giving effect thereto,
\n(A) no event shall occur and be continuing that constitutes an Unmatured Default
\nor an Event of Default, (B) the Borrower is the surviving corporation and (C)
\nthe Borrower shall not be liable with respect to any Debt or allow its property
\nto be subject to any Lien which it could not become liable with respect to or
\nallow its property to become subject to under this Agreement or any other Loan
\nDocument on the date of such transaction; or<\/p>\n

(ii) permit any of its Subsidiaries to merge with or into or consolidate with
\nor into any other Person, except that any such Subsidiary may merge with or into
\nany other Person, provided<\/em> that immediately after giving effect
\nthereto, (A) the surviving corporation is a Subsidiary of the Borrower, (B) no
\nevent shall occur and be continuing that constitutes an Unmatured Default or an
\nEvent of Default and (C) the Borrower or any of its Subsidiaries shall not be
\nliable with respect to any Debt or allow its property to be subject to any Lien
\nwhich it could not become liable with respect to or allow its property to become
\nsubject to under this Agreement or any other Loan Document on the date of such
\ntransaction.<\/p>\n

(d) Sales, Etc., of Assets<\/em>. Sell, lease, transfer, assign or
\notherwise dispose of any of its assets, or permit any of its Subsidiaries to
\nsell, lease, transfer, assign or otherwise dispose of any of its assets, except
\n(i) sales, leases, transfers and assignments from one Subsidiary of the Borrower
\nto another such Subsidiary or to the Borrower, (ii) in any transaction in which
\nthe net proceeds from such sale, lease, transfer, assignment or disposition are
\nsolely Cash and Cash Equivalents and such proceeds are (A) applied solely as a
\npermanent reduction of the Aggregate Commitment and prepayment of Advances
\npursuant to Section 2.6<\/em><\/strong> and Section
\n2.12<\/em><\/strong>, or (B) applied solely to pay or prepay Debt (together with a
\npermanent reduction of any commitments relating to such Debt) incurred by the
\nBorrower or any such Subsidiary in connection with the project comprising such
\nassets, (iii) in connection with a sale and leaseback transaction entered into
\nby any Subsidiary of the Borrower, (iv) sales, leases, transfers and assignments
\nof other assets representing not in excess of 20% of the consolidated assets
\n(valued at book value) of the Borrower and its Subsidiaries in the aggregate
\nfrom the Amendment Effective Date until the Termination Date in any single or
\nseries of transactions, whether or not related, (v) sales, leases, transfers and
\nassignments of worn out or obsolete equipment no longer used and useful in the
\nbusiness of the Borrower and its Subsidiaries, (vi) sales, leases, transfers and
\nassignments of other assets in the ordinary course of business, (vii)
\ndisposition of the investment made by WPL Transco LLC in American Transmission
\nCompany LLC or the Equity Interests of WPL Transco LLC or any successor thereto,
\n(viii) sales of contracts and accounts receivable by the Utilities, Alliant
\nEnergy Corporate Services, Inc., and its Subsidiaries and (ix) dispositions of
\nEquity Interests in or assets of any direct or indirect subsidiary of AER;
\nprovided<\/em> that in each case under clauses (i) through (ix) above, no
\nUnmatured Default or Event of Default shall have occurred and be continuing
\nafter giving effect thereto; provided, further,<\/em> that the Borrower or
\nany of its Subsidiaries may, pursuant to Section
\n5.2(a)(ix)<\/em><\/strong>, pledge its ownership interests in, and the assets of,
\nany Foreign Subsidiary to secure not more than $300,000,000 aggregate principal
\namount of Debt incurred by any Foreign Subsidiary; provided <\/em>that in the
\nevent any such Debt is not denominated in Dollars, the calculation of the Dollar
\nequivalent amount of such Debt shall be made as of the date of the pledge of
\nassets or ownership interests, as the case may be, securing such Debt.<\/p>\n

58<\/p>\n

\n

(e) Maintenance of Ownership of Significant Subsidiaries<\/em>. Sell,
\nassign, transfer, pledge or otherwise dispose of any Equity Interests of any of
\nits Significant Subsidiaries or any warrants, rights or options to acquire such
\nEquity Interests, or permit any of its Significant Subsidiaries to issue, sell
\nor otherwise dispose of any shares of its Equity Interests or any warrants,
\nrights or options to acquire such capital stock, except (and only to the extent)
\nas may be necessary to give effect to a transaction permitted by
\nSection 5.2(c)<\/em><\/strong>. Notwithstanding the foregoing, the
\nBorrower or any of its Subsidiaries may, pursuant to Section
\n5.2(a)(ix)<\/em><\/strong>, pledge its ownership interests in, and the assets of,
\nany Foreign Subsidiary to secure not more than $300,000,000 aggregate principal
\namount of Debt incurred by any Foreign Subsidiary; provided<\/em> that in the
\nevent any such Debt is not denominated in Dollars, the calculation of the Dollar
\nequivalent amount of such Debt shall be made as of the date of the pledge of
\nassets or ownership interests, as the case may be, securing such Debt.<\/p>\n

(f) Capitalization Ratio<\/em>. Permit the ratio of Consolidated Debt of
\nthe Borrower to Consolidated Capital of the Borrower to exceed 0.65 to 1.00.\n<\/p>\n

(g) Restrictive Agreements<\/em>. Directly or indirectly, enter into,
\nincur or permit to exist, or permit the Utilities to enter into or permit to
\nexist, any agreement or other arrangement that prohibits, restricts or imposes
\nany condition upon the ability of any Utility to declare or pay dividends;
\nprovided<\/em> that the foregoing limitations do not apply to (i) financial
\ncovenants that require the maintenance of a minimum net worth or compliance with
\nfinancial tests as conditions to the ability to pay dividends or make other
\ndistributions with respect to capital stock or otherwise; (ii) restrictions that
\narise only if dividends on preferred stock have not been paid; and (iii)
\nlimitations or restrictions imposed by law or in regulatory proceedings.<\/p>\n

ARTICLE VI <\/strong><\/p>\n

EVENTS OF DEFAULT <\/strong><\/p>\n

Section 6.1 Events of Default<\/em><\/strong>. If any of the
\nfollowing events (each an “Event of Default<\/em><\/strong>“) shall
\noccur and be continuing after the applicable grace period and notice requirement
\n(if any):<\/p>\n

(a) The Borrower shall fail to pay any principal of any Borrowing or any
\nreimbursement obligation in respect of a Letter of Credit when the same becomes
\ndue and payable; or<\/p>\n

(b) The Borrower shall fail to pay any interest on any Borrowing or any other
\namount due under this Agreement for two days after the same becomes due; or<\/p>\n

(c) Any representation or warranty made by or on behalf of the Borrower in
\nany Loan Document or in any certificate or other writing delivered pursuant
\nthereto shall prove to have been incorrect in any material respect when made or
\ndeemed made; or<\/p>\n

(d) The Borrower shall fail to perform or observe any term or covenant on its
\npart to be performed or observed contained in Section
\n5.1(c)<\/em><\/strong>, Section 5.1(h)(i) <\/em><\/strong>or
\nSection 5.2 <\/em><\/strong>(other than Section
\n5.2(b)<\/em><\/strong> thereof); or<\/p>\n

59<\/p>\n

\n

(e) The Borrower shall fail to perform or observe any other term or covenant
\non its part to be performed or observed contained in this Agreement or in any
\nother Loan Document, and any such failure shall remain unremedied, after the
\nearlier of (i) actual knowledge by the Borrower thereof, and (ii) written notice
\nthereof shall have been given to the Borrower by the Agent, for a period of
\nthirty days; or<\/p>\n

(f) The Borrower or any of its Domestic Subsidiaries shall fail to make any
\npayment in respect of any of its Debt other than Nonrecourse Debt, including any
\ninterest or premium thereon (but excluding Debt hereunder) aggregating
\n$50,000,000 or more when due under documents related to such Debt (whether by
\nscheduled maturity, required prepayment, acceleration, demand or otherwise) and
\nsuch failure shall continue after the applicable grace period, if any, specified
\nin any agreement or instrument relating to such Debt; or any other default under
\nany agreement or instrument relating to such Debt, or any other event, shall
\noccur and shall continue after the applicable grace period, if any, specified in
\nsuch agreement or instrument, if the effect of such default or event is to
\naccelerate, or to permit the acceleration of, the maturity of such Debt; or any
\nsuch Debt shall be declared to be due and payable, or required to be prepaid
\n(other than by a regularly scheduled required prepayment) prior to the stated
\nmaturity thereof as a result of a default or other similar adverse event; or\n<\/p>\n

(g) The Borrower or any of the Utilities shall generally not pay its debts as
\nsuch debts become due, or shall admit in writing its inability to pay its debts
\ngenerally, or shall make an assignment for the benefit of creditors; or any
\nproceeding shall be instituted by or against the Borrower or any of the
\nUtilities seeking to adjudicate it a bankrupt or insolvent, or seeking
\nliquidation, winding up, reorganization, arrangement, adjustment, protection,
\nrelief, or composition of its debts under any law relating to bankruptcy,
\ninsolvency, or reorganization or relief of debtors, or seeking the entry of an
\norder for relief or the appointment of a receiver, trustee, or other similar
\nofficial for it or for any substantial part of its property and, in the case of
\na proceeding instituted against the Borrower or any of the Utilities, either
\nsuch proceeding shall remain undismissed or unstayed for a period of sixty days
\nor any of the actions sought in such proceeding (including without limitation
\nthe entry of an order for relief against the Borrower or such Utility or the
\nappointment of a receiver, trustee, custodian or other similar official for the
\nBorrower or such Utility or any of its property) shall occur; or the Borrower or
\nany of the Utilities shall take any corporate or other action to authorize any
\nof the actions set forth above in this Section
\n6.1(g)<\/em><\/strong>; or<\/p>\n

(h) Any judgment or order for the payment of money equal to or in excess of
\n$50,000,000 shall be rendered against the Borrower or any of its Direct
\nSubsidiaries (including, without limitation, the Utilities) or their respective
\nproperties and either (i) enforcement proceedings shall have been commenced by
\nany creditor upon such judgment or order or (ii) there shall be any period of
\nthirty consecutive days during which a stay of enforcement of such judgment or
\norder, by reason of a pending appeal or otherwise, shall not be in effect;
\nprovided<\/em>, however<\/em>, that any such amount shall be calculated
\nafter deducting from the sum so payable any amount of such judgment or order
\nthat is covered by a valid and binding policy of insurance in favor of the
\nBorrower or such Direct Subsidiary from an insurer that is rated at least “A” by
\nA.M. Best Company, which policy covers full payment thereof and which insurer
\nhas been notified, and has not disputed the claim made for payment, of such
\namount of such judgment or order; or<\/p>\n

60<\/p>\n

\n

(i) Any material provision of any Loan Document to which the Borrower is a
\nparty shall for any reason cease to be valid and binding on the Borrower or the
\nBorrower shall so assert in writing; or<\/p>\n

(j) Any Governmental Approval required in connection with the execution,
\ndelivery and performance of the Loan Documents shall expire or be rescinded,
\nrevoked, otherwise terminated, or amended or modified in any manner that is
\nmaterially adverse to the interests of the Lenders, the LC Issuing Bank and the
\nAgent; or<\/p>\n

(k) Any ERISA Event shall have occurred with respect to a Plan or
\nMultiemployer Plan that could reasonably be expected to result in a material
\nliability to the Borrower, and, thirty days after notice thereof shall have been
\ngiven to the Borrower by the Agent, the LC Issuing Bank or any Lender, such
\nERISA Event shall still exist; or<\/p>\n

(l)(i) The Borrower shall cease to own 100% of the common equity interests of
\neither of the Utilities; (ii) any Person or “group” (within the meaning of
\nSection 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) shall
\neither (A) acquire beneficial ownership of more than 50% of any outstanding
\nclass of common stock of the Borrower having ordinary voting power in the
\nelection of directors of the Borrower or (B) obtain the power (whether or not
\nexercised) to elect a majority of the Borrower’s directors or (iii) the Board of
\nDirectors of the Borrower shall not consist of a majority of Continuing
\nDirectors:<\/p>\n

then, and in any such event, the Agent shall at the request, or may with the
\nconsent, of the Majority Lenders, by notice to the Borrower, (i) declare the
\nobligation of each Lender to make Advances and the obligation of the LC Issuing
\nBank to issue Letters of Credit to be terminated, whereupon the same shall
\nforthwith terminate, (ii) declare the Advances (if any), all interest thereon
\nand all other amounts payable under this Agreement and the other Loan Documents
\nto be forthwith due and payable, whereupon the Advances, all such interest and
\nall such amounts shall become and be forthwith due and payable, without
\npresentment, demand, protest or further notice of any kind, all of which are
\nhereby expressly waived by the Borrower (iii) direct the Borrower to deposit
\n(and the Borrower hereby agrees, forthwith upon receipt of notice of such
\ndirection from the Agent, to deposit) with the Agent from time to time such
\nadditional amount of cash as is equal to the LC Outstandings, such amount to be
\nheld by the Agent in the Cash Collateral Account as security for the LC
\nOutstandings as described in Section 6.2 <\/em><\/strong>and (iv)
\nexercise all rights and remedies available to it under this Agreement, the other
\nLoan Documents and applicable law; provided<\/em>, however<\/em>, that in
\nthe event of the occurrence of a Bankruptcy Event, (A) the obligation of the LC
\nIssuing Bank to issue Letters of Credit, and the Aggregate Commitment and the
\nobligation of each Lender to make Advances shall automatically be terminated,
\n(B) the Advances, all such interest and all other amounts payable under this
\nAgreement and the other Loan Documents shall automatically become and be due and
\npayable, without presentment, demand, protest or any notice of any kind, all of
\nwhich are hereby expressly waived by the Borrower and (C) the obligation of the
\nBorrower to Cash Collateralize the LC Outstandings as aforesaid shall
\nautomatically become effective, in each case without further action by the
\nAgent, LC Issuing Bank or any Lender.<\/p>\n

61<\/p>\n

\n

Section 6.2 Cash Collateral Account<\/em><\/strong>.
\nNotwithstanding anything to the contrary contained herein, no notice given or
\ndeclaration made by the Agent pursuant to this Article VI
\n<\/em><\/strong>shall affect (i) the obligation of the LC Issuing Bank to make any
\npayment under any Letter of Credit in accordance with the terms of such Letter
\nof Credit or (ii) the obligations of each Lender in respect of each such Letter
\nof Credit; provided<\/em>, however<\/em>, that if an Event of Default has
\noccurred and is continuing, the Agent shall at the request, or may with the
\nconsent, of the Majority Lenders (except upon the occurrence of a Bankruptcy
\nEvent), upon notice to the Borrower, require the Borrower to deposit with the
\nAgent an amount in the Cash Collateral Account equal to the LC Outstandings on
\nsuch date (whether or not any beneficiary under any such Letter of Credit shall
\nhave drawn or be entitled at such time to draw thereunder), such amount to be
\nheld by the Agent in the Cash Collateral Account as security as described in
\nSection 2.4(i)<\/em><\/strong>. Upon payment in full, after the
\ntermination of the Letters of Credit, of all such obligations, the Agent will
\nrepay and reassign to the Borrower any cash then in the Cash Collateral Account
\nand the Lien of the Agent on the Cash Collateral Account and the funds therein
\nshall automatically terminate.<\/p>\n

ARTICLE VII <\/strong><\/p>\n

THE AGENT <\/strong><\/p>\n

Section 7.1 Authorization and Action<\/em><\/strong>. Each of the
\nLenders (for purposes of this ARTICLE VII<\/em><\/strong>, references
\nto the Lenders shall also mean the LC Issuing Bank and the Swingline Lender)
\nhereby appoints and authorizes the Agent to take such action as agent on its
\nbehalf and to exercise such powers under this Agreement as are delegated to the
\nAgent by the terms hereof, together with such powers as are reasonably
\nincidental thereto. Except as set forth in Section
\n7.7<\/em><\/strong>, the provisions of this ARTICLE VII
\n<\/em><\/strong>are solely for the benefit of the Agent and the Lenders, the
\nBorrower shall have no rights as a third-party beneficiary of any of such
\nprovisions. It is understood and agreed that the use of the term “agent” (or any
\nother similar term) herein or in any other Loan Document with reference to the
\nAgent is not intended to connote any fiduciary or other implied (or express)
\nobligations under agency doctrine of any applicable law. Instead, such term is
\nused as a matter of market custom, and is intended to create or reflect only an
\nadministrative relationship between contracting parties.<\/p>\n

Section 7.2 Exculpatory Provisions<\/em><\/strong>.<\/p>\n

(a) The Agent shall not have any duties or obligations except those expressly
\nset forth herein and in the other Loan Documents, and its duties hereunder shall
\nbe administrative in nature. Without limiting the generality of the foregoing,
\nthe Agent:<\/p>\n

(i) shall not be subject to any fiduciary or other implied duties, regardless
\nof whether a Unmatured Default or Event of Default has occurred and is
\ncontinuing;<\/p>\n

(ii) shall not have any duty to take any discretionary action or exercise any
\ndiscretionary powers, except discretionary rights and powers expressly
\ncontemplated hereby or by the other Loan Documents that the Agent is required to
\nexercise as directed in writing by the Majority Lenders; provided<\/em> that
\nthe Agent shall not be required to take any action that, in its opinion or the
\nopinion of its counsel, may expose the Agent to liability or that is contrary to
\nany Loan Document or applicable law, including, for the avoidance of doubt, any
\naction that may be in violation of the automatic stay under the Federal
\nBankruptcy Code or under any other applicable bankruptcy, insolvency or similar
\nlaw now or hereafter in effect or that may effect a forfeiture, modification or
\ntermination of property of a Defaulting Lender in violation of any such law; and\n<\/p>\n

62<\/p>\n

\n

(iii) shall not, except as expressly set forth herein and in the other Loan
\nDocuments, have any duty to disclose, and shall not be liable for the failure to
\ndisclose, any information relating to the Borrower or any of its Affiliates that
\nis communicated to or obtained by the Person serving as the Agent or any of its
\nAffiliates in any capacity.<\/p>\n

(b) The Agent shall not be liable for any action taken or not taken by it (i)
\nwith the consent or at the request of the Majority Lenders (or as the Agent
\nshall believe in good faith shall be necessary, under the circumstances as
\nprovided in Section 8.1<\/em><\/strong> and Section
\n6.1<\/em><\/strong>), or (ii) in the absence of its own gross negligence or
\nwillful misconduct as determined by a court of competent jurisdiction by final
\nand nonappealable judgment. The Agent shall be deemed not to have knowledge of
\nany Unmatured Default or Default unless and until notice describing such
\nUnmatured Default or Event of Default is given to the Agent in writing by the
\nBorrower or a Lender.<\/p>\n

Section 7.3 Reliance by Agent<\/em><\/strong>. The Agent shall be
\nentitled to rely upon, and shall not incur any liability for relying upon, any
\nnotice, request, certificate, consent, statement, instrument, document or other
\nwriting (including any electronic message, internet or intranet website posting
\nor other distribution) believed by it to be genuine and to have been signed,
\nsent or otherwise authenticated by the proper Person. The Agent also may rely
\nupon any statement made to it orally or by telephone and believed by it to have
\nbeen made by the proper Person, and shall not incur any liability for relying
\nthereon. In determining compliance with any condition hereunder to the making of
\nan Advance or the issuance, extension, renewal or increase of a Letter of
\nCredit, that by its terms must be fulfilled to the satisfaction of a Lender or
\nthe LC Issuing Bank, the Agent may presume that such condition is satisfactory
\nto such Lender or the LC Issuing Bank unless the Agent shall have received
\nnotice to the contrary from such Lender or the LC Issuing Bank prior to the
\nmaking of such Advance or the issuance, extension, renewal or increase of such
\nLetter of Credit. The Agent may consult with legal counsel (who may be counsel
\nfor the Borrower), independent accountants and other experts selected by it, and
\nshall not be liable for any action taken or not taken by it in accordance with
\nthe advice of any such counsel, accountants or experts.<\/p>\n

Section 7.4 Wells Fargo and Affiliates<\/em><\/strong>. With
\nrespect to its Commitment and the Advances made by it, Wells Fargo shall have
\nthe same rights and powers under this Agreement as any other Lender and may
\nexercise the same as though it were not the Agent or the LC Issuing Bank; and
\nthe term “Bank” or “Banks” and “Lender” or “Lenders” shall, unless otherwise
\nexpressly indicated, include Wells Fargo in its individual capacity. Wells Fargo
\nand its Affiliates may accept deposits from, lend money to, act as the financial
\nadvisor or the trustee under indentures of, and generally engage in any kind of
\nbusiness with, the Borrower or any Subsidiary or other Affiliate thereof and any
\nPerson who may do business with or own securities of the Borrower or any
\nSubsidiary or other Affiliate thereof, all as if Wells Fargo were not the Agent
\nand without any duty to account therefor to the Lenders.<\/p>\n

63<\/p>\n

\n

Section 7.5 Lender Credit Decision<\/em><\/strong>. Each Lender
\nacknowledges that it has, independently and without reliance upon the Agent or
\nany other Lender and based on the financial statements referred to in
\nSection 4.1(f) <\/em><\/strong>and such other documents and
\ninformation as it has deemed appropriate, made its own credit analysis and
\ndecision to enter into this Agreement. Each Lender also acknowledges that it
\nwill, independently and without reliance upon the Agent or any other Lender and
\nbased on such documents and information as it shall deem appropriate at the
\ntime, continue to make its own credit decisions in taking or not taking action
\nunder this Agreement.<\/p>\n

Section 7.6 Indemnification<\/em><\/strong>. The Lenders agree to
\nindemnify the Agent and any Related Party of the Agent participating in the
\ntransaction (to the extent not reimbursed by the Borrower), ratably according to
\n(i) on or before the Termination Date, the respective Percentages of the
\nLenders, or (ii) after the Termination Date, the respective outstanding
\nprincipal amounts of the Advances, from and against any and all liabilities,
\nobligations, losses, damages, penalties, actions, judgments, suits, costs,
\nexpenses or disbursements of any kind or nature whatsoever which may be imposed
\non, incurred by, or asserted against the Agent in any way relating to or arising
\nout of this Agreement or any action taken or omitted by the Agent under this
\nAgreement; provided<\/em> that no Lender shall be liable for any portion of
\nsuch liabilities, obligations, losses, damages, penalties, actions, judgments,
\nsuits, costs, expenses or disbursements resulting from the Agent’s gross
\nnegligence or willful misconduct. Without limitation of the foregoing, each
\nLender agrees to reimburse the Agent promptly upon demand for its ratable share
\nof any out of pocket expenses (including counsel fees) incurred by the Agent in
\nconnection with the preparation, execution, delivery, administration,
\nmodification, amendment or enforcement (whether through negotiations, legal
\nproceedings or otherwise) of, or legal advice in respect of rights or
\nresponsibilities under, this Agreement, to the extent that the Agent is not
\nreimbursed for such expenses by the Borrower.<\/p>\n

Section 7.7 Successor Agent<\/em><\/strong>. The Agent may resign
\nat any time by giving written notice thereof to the Lenders and the Borrower.
\nUpon any such resignation, the Majority Lenders shall have the right to appoint
\na successor Agent, which shall be a Lender or shall be another commercial bank
\nor trust company (and reasonably acceptable to the Borrower so long as no
\nUnmatured Default or Event of Default exists) organized under the laws of the
\nUnited States or of any State thereof. If no successor Agent shall have been so
\nappointed by the Majority Lenders, and shall have accepted such appointment,
\nwithin thirty days after the retiring Agent’s giving of notice of resignation
\n(the “Resignation Effective Date<\/em><\/strong>“), then the retiring
\nAgent shall, on behalf of the Lenders, appoint a successor Agent, which shall be
\na Lender or shall be another commercial bank or trust company organized under
\nthe laws of the United States of any State thereof reasonably acceptable to the
\nBorrower. Regardless of whether a successor has been appointed or has accepted
\nsuch appointment, such resignation of the retiring Agent shall become effective
\nin accordance with such notice on the Resignation Effective Date.
\nNotwithstanding the foregoing, if either the Majority Lenders or the Borrower
\nhave not accepted the appointment of a successor Agent or no successor Agent has
\naccepted appointment to act as the Agent hereunder as of the Resignation
\nEffective Date, then the Majority Lenders shall be deemed to have succeeded to
\nand become vested with all the rights, powers, privileges and duties of the
\nretiring Agent as of the Resignation Effective Date. With effect from the
\nResignation Effective Date, (i) the retiring Agent shall be discharged from its
\nduties and obligations hereunder and under the other Loan Documents and (ii)
\nexcept for any indemnity payments<\/p>\n

64<\/p>\n

\n

owed to the retiring Agent, all payments, communications and determinations
\nprovided to be made by, to or through the Agent shall instead be made by or to
\neach Lender directly, until such time, if any, as the Majority Lenders appoint a
\nsuccessor administrative agent as provided for in this Section
\n7.7<\/em><\/strong>. Upon the acceptance of any appointment as Agent hereunder by
\na successor Agent, such successor Agent shall thereupon succeed to and become
\nvested with all the rights, powers, privileges and duties of the retiring Agent,
\nand the retiring Agent shall be discharged from its duties and obligations under
\nthis Agreement. After any retiring Agent’s resignation or removal hereunder as
\nAgent, the provisions of this Article VII <\/em><\/strong>and
\nSection 8.4 <\/em><\/strong>shall inure to its benefit as to any
\nactions taken or omitted to be taken by it while it was Agent under this
\nAgreement.<\/p>\n

Section 7.8 Delegation of Duties<\/em><\/strong>. The Agent may
\nperform any and all of its duties and exercise its rights and powers hereunder
\nor under any other Loan Document by or through any one or more sub-agents
\nappointed by the Agent; provided<\/em>, however<\/em>, that the Agent
\nshall remain responsible for the performance of its duties under this Agreement
\nand the Loan Documents to the extent required under this Article
\nVII<\/em><\/strong>. The Agent and any such sub-agent may perform any and all of
\nits duties and exercise its rights and powers by or through their respective
\nRelated Parties. The exculpatory provisions of this Article shall apply to any
\nsuch sub-agent and to the Related Parties of the Agent and any such sub-agent,
\nand shall apply to their respective activities in connection with the
\nsyndication of the credit facilities provided for herein as well as activities
\nas the Agent.<\/p>\n

Section 7.9 No Other Duties, Etc<\/em><\/strong>.
\n<\/strong>Anything herein to the contrary notwithstanding, none of the Joint
\nArrangers, Syndication Agent, Documentation Agents or other agents listed on the
\ncover page hereof shall have any powers, duties or responsibilities under this
\nAgreement or any of the other Loan Documents, except in its capacity, as
\napplicable, as the Agent or a Lender hereunder.<\/p>\n

Section 7.10 Agent May File Proofs of Claim<\/em><\/strong>. In
\ncase of the pendency of any proceeding under the Federal Bankruptcy Code or
\nunder any other applicable bankruptcy, insolvency or similar law now or
\nhereafter in effect or any other judicial proceeding relative to the Borrower,
\nthe Agent (irrespective of whether the principal of any Advance or reimbursement
\nobligation shall then be due and payable as herein expressed or by declaration
\nor otherwise and irrespective of whether the Agent shall have made any demand on
\nthe Borrower) shall be entitled and empowered (but not obligated) by
\nintervention in such proceeding or otherwise (i) to file and prove a claim for
\nthe whole amount of the principal and interest owing and unpaid in respect of
\nthe Advances, reimbursement obligations and all other obligations that are owing
\nand unpaid and to file such other documents as may be necessary advisable in
\norder to have the claims of the Lenders and the Agent (including any claim for
\nthe reasonable compensation, expenses, disbursements and advances of the Lenders
\nand the Agent and their respective agents, sub-agents and counsel and all other
\namounts due the Lenders and the Agent under Section 2.5
\n<\/em><\/strong>and Section 8.4<\/em><\/strong>) allowed in such
\njudicial proceeding and (ii) to collect and receive any monies or other property
\npayable or deliverable on any such claims and to distribute the same. Any
\ncustodian, receiver, assignee, trustee, liquidator, sequestrator or other
\nsimilar official in any such judicial proceeding is hereby authorized by each
\nLender to make such payments to the Agent and, in the event that the Agent shall
\nconsent to the making of such payments to the Lenders, to pay to the Agent any
\namount due for the reasonable compensation, expenses, disbursements and advances
\nof the Agent and its agents, sub-agents and counsel, and any other amounts due
\nthe Agent under Section 2.5<\/em><\/strong> or Section
\n8.4<\/em><\/strong>.<\/p>\n

65<\/p>\n

\n

Section 7.11 LC Issuing Bank and Swingline
\nLender<\/em><\/strong>. <\/strong>The provisions of this
\nArticle VII <\/em><\/strong>(other than Section
\n7.4<\/em><\/strong>) shall apply to the LC Issuing Bank and Swingline Lender
\nmutatis mutandis<\/em> to the same extent as such provisions apply to the
\nAgent.<\/p>\n

ARTICLE VIII <\/strong><\/p>\n

MISCELLANEOUS <\/strong><\/p>\n

Section 8.1 Amendments, Etc<\/em><\/strong>. No amendment or waiver
\nof any provision of any Loan Document, nor consent to any departure by the
\nBorrower therefrom, shall in any event be effective unless the same shall be in
\nwriting and signed by the Majority Lenders and, in the case of any amendment,
\nthe Borrower, and then such waiver or consent shall be effective only in the
\nspecific instance and for the specific purpose for which given;
\nprovided<\/em>, however<\/em>, that no amendment, waiver or consent shall:
\n(a) waive, modify or eliminate any of the conditions specified in
\nSection 3.1<\/em><\/strong> or Section 3.2<\/em><\/strong>
\nwithout the written consent of each Lender; (b) increase or extend the
\nCommitments of any Lender without the written consent of such Lender, (c) reduce
\nthe principal of, or interest on, the Advances, any Applicable Margin or any
\nfees or other amounts payable hereunder (other than fees payable to the Agent,
\nthe Joint Arrangers or the LC Issuing Bank for their own account, or to any
\nLender pursuant to, Section 2.13<\/em><\/strong> or
\nSection 2.17<\/em><\/strong>) without the written consent of each
\nLender directly affected thereby, (d) postpone any date fixed for any payment of
\nprincipal of, or interest on, the Advances, any reimbursement obligation in
\nrespect of Letters of Credit or any fees or other amounts payable hereunder
\nwithout the written consent of each Lender directly affected thereby, (e) change
\nthe percentage of the Commitments or of the aggregate unpaid principal amount of
\nthe Advances, or the number of Lenders, which shall be required for the Lenders
\nor any of them to take any action hereunder without the written consent of each
\nLender, (f) amend this Section 8.1<\/em><\/strong> without the written
\nconsent of each Lender, or (g) change or waive any provision of
\nSection 2.18<\/em><\/strong> or any other provision of this Agreement
\nor any other Loan Document requiring pro rata treatment of the Lenders in a
\nmanner that would alter the pro rata treatment of Lenders required thereby
\nwithout the written consent of each Lender; and provided<\/em>,
\nfurther<\/em>, that (i) no amendment, waiver or consent shall affect the
\nrights or duties of the Agent, the Swingline Lender or the LC Issuing Banks
\nunder this Agreement or any Note, unless such amendment, waiver or consent is in
\nwriting and signed by the Agent, the Swingline Lender and each LC Issuing Bank,
\nas the case may be, in addition to the Lenders required above to take such
\naction, (ii) that no amendment, waiver or consent shall change or waive any
\nprovision of Section 2.13 <\/em><\/strong>or Section
\n2.17<\/em><\/strong>, unless such amendment, waiver or consent is in writing and
\nsigned by each Lender directly affected thereby, in addition to the Lenders
\nrequired above to take such action and (iii) that this Agreement may be amended
\nand restated without the consent of any Lender, the Swingline Lender, any LC
\nIssuing Bank or the Agent if, upon giving effect to such amendment and
\nrestatement, such Lender, such LC Issuing Bank or the Agent, as the case may be,
\nshall no longer be a party to this Agreement (as so amended and restated) or
\nhave any Commitment or other obligation hereunder or under any Letter of Credit
\nand shall have been paid in full all amounts payable hereunder to such Lender,
\nthe Swingline Lender, the LC Issuing Bank or the Agent, as the case may be.
\nAnything herein to the contrary notwithstanding, no Defaulting Lender shall have
\nany right to approve or disapprove any<\/p>\n

66<\/p>\n

\n

amendment, waiver or consent hereunder, except that in no event shall any
\namendment, waiver or consent purport to (A) increase or extend the Commitments
\nof such Defaulting Lender, (B) reduce the principal of, or interest on, the
\nAdvances made by such Defaulting Lender, or any Applicable Margin or any fees or
\nother amounts payable to such Defaulting Lender, (C) postpone any date fixed for
\nany payment of principal of, or interest on, the Advances made by such
\nDefaulting Lender, or (D) amend this Section 8.1 <\/em><\/strong>in a
\nmanner that affects such Defaulting Lender adversely, in each case without the
\naffirmative consent of such Defaulting Lender, provided<\/em> that if any
\nsuch amendment, waiver or consent has been approved by all Lenders which are not
\nDefaulting Lenders, and such Defaulting Lender shall have failed to have
\nfurnished either its approval or disapproval of such amendment, waiver or
\nconsent within the period of ten Business Days after its receipt of a written
\nrequest to do so, then such Defaulting Lender shall be deemed to have given its
\naffirmative consent.<\/p>\n

Section 8.2 Notices, Etc<\/em><\/strong>. All notices and other
\ncommunications provided for hereunder and under the other Loan Documents shall
\nbe in writing (including telecopier, telegraphic, telex or cable communication)
\nand mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the
\nBorrower, at its address at 4902 North Biltmore Lane, Madison, Wisconsin
\n53718-2132 Attn: Treasurer, or P.O. Box 77007, Madison, Wisconsin 53707-1007
\nAttn: Treasurer; if to any Bank, at its Domestic Lending Office specified in its
\nAdministrative Questionnaire; if to any other Lender, at its Domestic Lending
\nOffice specified in the Lender Assignment pursuant to which it became a Lender;
\nif to Wells Fargo in its capacity as an LC Issuing Bank, at its address at One
\nWells Fargo Center, Wells Fargo Bank, National Association, 301 S. College
\nStreet, NC-0760, Charlotte, North Carolina 28288-0760, Attention: Shawn Young;
\nif to JPMorgan Chase Bank, N.A. in its capacity as an LC Issuing Bank, at its
\naddress at JPMorgan Chase Bank, NA, 10 South Dearborn, Floor 09 Chicago, IL
\n60603, Attention: Helen D. Davis; if to the Swingline Lender, at its address at
\nOne Wells Fargo Center, Wells Fargo Bank, National Association, 301 S. College
\nStreet, NC-0760, Charlotte, North Carolina 28288-0760, Attention: Shawn Young;
\nand if to the Agent, at its address at One Wells Fargo Center, Wells Fargo Bank,
\nNational Association, 301 S. College Street, NC-0760, Charlotte, North Carolina
\n28288-0760, Attention: Shawn Young; or, as to each party, at such other address
\nas shall be designated by such party in a written notice to the other parties.
\nAll such notices and communications shall, when mailed, telecopied, telegraphed,
\ntelexed or cabled, be effective five days after being deposited in the mails, or
\nwhen delivered to the telegraph company, telecopied, confirmed by telex
\nanswerback or delivered to the cable company, respectively, except that notices
\nand communications to the Agent pursuant to Articles
\nII<\/em><\/strong> or VII<\/em><\/strong> shall not be effective until
\nreceived by the Agent.<\/p>\n

Section 8.3 No Waiver; Remedies<\/em><\/strong>. No failure on the
\npart of any Lender, the Swingline Lender, any LC Issuing Bank or the Agent to
\nexercise, and no delay in exercising, any right hereunder or under any Note
\nshall operate as a waiver thereof; nor shall any single or partial exercise of
\nany such right preclude any other or further exercise thereof or the exercise of
\nany other right. The remedies herein provided are cumulative and not exclusive
\nof any remedies provided by law.<\/p>\n

67<\/p>\n

\n

Section 8.4 Costs, Expenses, Taxes and
\nIndemnification<\/em><\/strong>.<\/p>\n

(a) The Borrower agrees to pay on demand all costs and expenses of the Agent
\nand the Joint Arrangers in connection with the preparation (including, without
\nlimitation, printing costs), syndication, negotiation, execution, delivery,
\nmodification and amendment of this Agreement and the other Loan Documents, and
\nthe other documents and instruments to be delivered hereunder and thereunder,
\nincluding, without limitation, the reasonable fees and out of pocket expenses of
\ncounsel for the Agent and the Joint Arrangers with respect thereto and with
\nrespect to the administration of, and advising the Agent as to its rights and
\nresponsibilities under, this Agreement and the other Loan Documents. The
\nBorrower further agrees to pay on demand all costs and expenses, if any
\n(including, without limitation, reasonable counsel fees and expenses of the
\nAgent, each LC Issuing Bank and each Lender), in connection with the enforcement
\nand workout (whether through negotiations, legal proceedings or otherwise) of
\nthis Agreement and the other Loan Documents and the other documents and
\ninstruments to be delivered hereunder and thereunder, including, without
\nlimitation, reasonable counsel fees and expenses in connection with the
\nenforcement of rights under this Section 8.4<\/em><\/strong>. In
\naddition, the Borrower shall pay any and all Other Taxes payable or determined
\nto be payable in connection with the execution and delivery of this Agreement
\nand the other Loan Documents, and the other documents and instruments to be
\ndelivered hereunder and thereunder, and agrees to save the Agent, each LC
\nIssuing Bank and each Lender harmless from and against any and all liabilities
\nwith respect to or resulting from any delay in paying or omission to pay such
\nOther Taxes.<\/p>\n

(b) The Borrower hereby agrees to indemnify and hold each Lender, the Agent
\n(and any sub-agent thereof), the Joint Arrangers, the Swingline Lender, each LC
\nIssuing Bank and each Related Party of any of the foregoing Persons (each, an
\n“Indemnified Person<\/em><\/strong>“) harmless from and against any
\nand all claims, damages, losses, liabilities, costs or expenses (including
\nreasonable attorney’s fees and expenses, whether or not such Indemnified Person
\nis named as a party to any proceeding or is otherwise subjected to judicial or
\nlegal process arising from any such proceeding) which any of them may incur or
\nwhich may be claimed against any of them by any Person including the Borrower
\n(except for such claims, damages, losses, liabilities, costs and expenses
\nresulting from such Indemnified Person’s gross negligence or willful
\nmisconduct):<\/p>\n

(i) by reason of or resulting from the execution, delivery or performance of
\nany of the Loan Documents or any transaction contemplated thereby, or the use by
\nthe Borrower of the proceeds of any Advance or the use by the Borrower or any
\nbeneficiary of any Letter of Credit of such Letter of Credit;<\/p>\n

(ii) in connection with any documentary taxes, assessments or charges made by
\nany Governmental Authority by reason of the execution and delivery of any of the
\nLoan Documents;<\/p>\n

(iii) in connection with or resulting from the utilization, storage,
\ndisposal, treatment, generation, transportation, release or ownership of any
\nHazardous Substance (A) at, upon, or under any property of the Borrower or any
\nof its Affiliates or (B) by or on behalf of the Borrower or any of its
\nAffiliates at any time and in any place; or<\/p>\n

68<\/p>\n

\n

(iv) in connection with or resulting from the use by unintended recipients of
\nany information or other materials distributed by it through the internet,
\nSyndTrak or other similar transmission systems in connection with this Agreement
\nor the other Loan Documents or the transactions contemplated hereby or thereby.\n<\/p>\n

In case any action or proceeding is instituted involving any Indemnified
\nPerson for which indemnification is to be sought hereunder by such Indemnified
\nPerson, then such Indemnified Person will promptly notify the Borrower of the
\ncommencement of any action or proceeding; provided<\/em>, however<\/em>,
\nthat the failure so to notify the Borrower will not relieve the Borrower from
\nany liability that the Borrower may have to such Indemnified Person pursuant
\nhereto or from any liability that it may have to such Indemnified Person other
\nthan pursuant hereto. Notwithstanding the above, following such notification,
\nthe Borrower may elect in writing to assume the defense of such action or
\nproceeding, and, upon such election, the Borrower will not, as long as it
\ndiligently conducts such defense, be liable for any legal costs subsequently
\nincurred by such Indemnified Person (other than reasonable costs of
\ninvestigation and providing evidence) in connection therewith, unless (i) the
\nBorrower has failed to provide counsel reasonably satisfactory to such
\nIndemnified Person in a timely manner, (ii) the Indemnified Person determines in
\ngood faith that joint representation would be inappropriate, including any
\nactual or potential conflict of interest or (iii) the Indemnified Person
\nreasonably determines that there may be legal defenses available to it which are
\ndifferent from, or in addition to those available to the Borrower. If the
\nBorrower assumes the defense of any such action or proceeding, (a) it will be
\nconclusively established for purposes of this Agreement that the claims made
\nwith respect thereto are subject to indemnification hereunder; (b) no compromise
\nor settlement of such claims may be effected by the Borrower without the
\nIndemnified Person’s consent and (c) the Indemnified Person will have no
\nliability with respect to any compromise or settlement of such claims effected
\nwithout its consent. Notwithstanding the foregoing, if any Indemnified Person
\ndetermines in good faith that there is a reasonable probability that any action
\nor proceeding may adversely affect it or its affiliates other than as a result
\nof monetary damages for which it would be entitled to indemnification hereunder,
\nsuch Indemnified Person may, by notice to the Borrower, assume the exclusive
\nright to defend, compromise, or settle such action or proceeding, but the
\nBorrower will not be bound (but will retain its indemnification obligations
\nhereunder) by any determination of an action or proceeding so defended or any
\ncompromise or settlement effected without its consent (which may not be
\nunreasonably withheld). In connection with any one action or proceeding, the
\nBorrower will not be responsible for the fees and expenses of more than one
\nseparate law firm (in addition to local counsel) for all Indemnified Persons.\n<\/p>\n

(c) To the extent that the Borrower for any reason fails to indefeasibly pay
\nany amount required under paragraph (a) or (b) of this Section
\n8.4<\/em><\/strong> to be paid by it to the Agent (or any sub-agent thereof), any
\nLC Issuing Bank, any Swingline Lender or any Related Party of any of the
\nforegoing, each Lender severally agrees to pay to the Agent (or any such
\nsub-agent), such LC Issuing Bank, such Swingline Lender or such Related Party,
\nas the case may be, such Lender’s pro rata share (determined as of the time that
\nthe applicable unreimbursed expense or indemnity payment is sought based on each
\nLender’s Credit Exposure at such time) of such unpaid amount (including any such
\nunpaid amount in respect of a claim asserted by such Lender); provided<\/em>
\nthat the unreimbursed expense or indemnified loss, claim, damage, liability or
\nrelated expense, as the case may be, was incurred by or asserted against the
\nAgent (or any such<\/p>\n

69<\/p>\n

\n

sub-agent), such LC Issuing Bank or the Swingline Lender in its capacity as
\nsuch, or against any Related Party of any of the foregoing acting for the Agent
\n(or any such sub-agent), any LC Issuing Bank or the Swingline Lender in
\nconnection with such capacity. The obligations of the Lenders under this
\nparagraph (c) are subject to the provisions of Section
\n2.3(b)<\/em><\/strong>.<\/p>\n

(d) The Borrower will compensate each Lender upon demand for all losses,
\nexpenses and liabilities (including, without limitation, any loss, expense or
\nliability incurred by reason of the liquidation or reemployment of deposits or
\nother funds required by such Lender to fund or maintain Eurodollar Rate
\nAdvances) that such Lender may incur or sustain (i) if for any reason (other
\nthan a default by such Lender) a Borrowing or continuation of, or Conversion
\ninto, a Eurodollar Rate Advance does not occur on a date specified therefor in a
\nNotice of Borrowing or Notice of Conversion, (ii) if any repayment, prepayment
\nor Conversion of any Eurodollar Rate Advance occurs on a date other than the
\nlast day of an Interest Period applicable thereto (including as a consequence of
\nany assignment made pursuant to Section 2.20<\/em><\/strong> or any
\nacceleration of the maturity of the Advances pursuant to Section
\n6.1<\/em><\/strong>), (iii) if any prepayment of any Eurodollar Rate Advance is
\nnot made on any date specified in a notice of prepayment given by the Borrower
\nor (iv) as a consequence of any other failure by the Borrower to make any
\npayments with respect to any Eurodollar Rate Advance when due hereunder.
\nCalculation of all amounts payable to a Lender under this Section
\n8.4(a) <\/em><\/strong>shall be made as though such Lender had actually funded its
\nrelevant Eurodollar Rate Advance through the purchase of a Eurodollar deposit
\nbearing interest at the Eurodollar Rate Advance in an amount equal to the amount
\nof such Eurodollar Rate Advance, having a maturity comparable to the relevant
\nInterest Period; provided, however, that each Lender may fund its Eurodollar
\nRate Advances in any manner it sees fit and the foregoing assumption shall be
\nutilized only for the calculation of amounts payable under this
\nSection 8.4(a)<\/em><\/strong>. A certificate (which shall be in
\nreasonable detail) showing the bases for the determinations set forth in this
\nSection 8.4(a) <\/em><\/strong>by any Lender as to any additional
\namounts payable pursuant to this Section 8.4(a)<\/em><\/strong> shall
\nbe submitted by such Lender to the Borrower either directly or through the
\nAgent. Determinations set forth in any such certificate made in good faith for
\npurposes of this Section 8.4(a) <\/em><\/strong>of any such losses,
\nexpenses or liabilities shall be conclusive absent manifest error.<\/p>\n

(e) The Borrower’s obligations under this Section 8.4
\n<\/em><\/strong>shall survive the repayment of all amounts owing to the Lenders
\nhereunder and the termination of the Commitments. If and to the extent that the
\nobligations of the Borrower under this Section 8.4
\n<\/em><\/strong>are unenforceable for any reason, the Borrower agrees to make the
\nmaximum contribution to the payment and satisfaction thereof which is
\npermissible under applicable law.<\/p>\n

Section 8.5 Right of Set-off<\/em><\/strong>.<\/p>\n

(a) Upon (i) the occurrence and during the continuance of any Event of
\nDefault and (ii) the making of the request or the granting of the consent by the
\nMajority Lenders specified by Section 6.1 <\/em><\/strong>to authorize
\nthe Agent to declare all amounts owing hereunder due and payable pursuant to the
\nprovisions of Section 6.1<\/em><\/strong>, each Lender, each LC
\nIssuing Bank and each of their respective Affiliates is hereby authorized at any
\ntime and from time to time, to the fullest extent permitted by law, to set off
\nand apply any and all deposits (general or special, time or demand, provisional
\nor final) at any time held and other indebtedness at any time owing by such
\nLender, such LC Issuing Bank or Affiliate to or for the credit or the account of
\nthe Borrower against any<\/p>\n

70<\/p>\n

\n

and all of the obligations of the Borrower now or hereafter existing under
\nany Loan Document, irrespective of whether or not such Lender, such LC Issuing
\nBank or Affiliate shall have made any demand under such Loan Document and
\nalthough such obligations may be unmatured or contingent or are owed to a
\nbranch, office or Affiliate of such Lender or such LC Issuing Bank different
\nfrom the branch, office or Affiliate holding such deposit or obligated on such
\nindebtedness; provided <\/em>that in the event that any Defaulting Lender
\nshall exercise any such right of set-off, (x) all amounts so set off shall be
\npaid over immediately to the Agent for further application in accordance with
\nthe provisions of Section 2.21<\/em><\/strong> and, pending such
\npayment, shall be segregated by such Defaulting Lender from its other funds and
\ndeemed held in trust for the benefit of the Agent, the LC Issuing Banks, and the
\nLenders, and (y) the Defaulting Lender shall provide promptly to the Agent a
\nstatement describing in reasonable detail the obligations owing to such
\nDefaulting Lender as to which it exercised such right of set-off. Each Lender
\nagrees promptly to notify the Borrower after any such set-off and application
\nmade by such Lender, provided<\/em> that the failure to give such notice
\nshall not affect the validity of such set-off and application. The rights of
\neach Lender under this Section 8.5 <\/em><\/strong>are in addition to
\nother rights and remedies (including, without limitation, other rights of
\nset-off) which such Lender may have.<\/p>\n

(b) The Borrower agrees that it shall have no right of set-off, deduction or
\ncounterclaim in respect of its obligations hereunder, and that the obligations
\nof the Lenders hereunder are several and not joint. Nothing contained herein
\nshall constitute a relinquishment or waiver of the Borrower’s rights to any
\nindependent claim that the Borrower may have against the Agent, any LC Issuing
\nBank or any Lender for the Agent’s, such LC Issuing Bank’s or such Lender’s, as
\nthe case may be, gross negligence or willful misconduct; provided<\/em> that
\nno Lender shall be liable for the conduct of the Agent, any LC Issuing Bank or
\nany other Lender; provided, further,<\/em> that the Agent shall not be liable
\nfor the conduct of any Lender or any LC Issuing Bank, and no LC Issuing Bank
\nshall be liable for the conduct of any Lender or the Agent; provided<\/em>,
\nhowever<\/em> that none of the Agent, any Lender or any LC Issuing Bank shall
\nbe liable to the Borrower for any amounts representing indirect, special,
\nconsequential or punitive damages (as opposed to direct or actual damages)
\nsuffered by the Borrower.<\/p>\n

Section 8.6 Binding Effect<\/em><\/strong>. This Agreement shall
\nbecome effective when it shall have been executed by the Borrower and the Agent
\nand when the Agent shall have been notified in writing by each Bank that such
\nBank has executed it and thereafter shall be binding upon and inure to the
\nbenefit of the Borrower, the Agent, each LC Issuing Bank and each Lender and
\ntheir respective successors and assigns, except that the Borrower shall not have
\nthe right to assign its rights hereunder or any interest herein without the
\nprior written consent of the Lenders.<\/p>\n

Section 8.7 Assignments and Participations<\/em><\/strong>.<\/p>\n

(a) Assignment by Lenders<\/em><\/strong>. Each Lender may assign
\nto one or more Eligible Assignees all or a portion of its rights and obligations
\nunder the Loan Documents (including, without limitation, all or a portion of its
\nCommitment, the Advances owing to it, its participations in Letters of Credit
\nand Swingline Advances, and the Note or Notes (if any) held by it);
\nprovided<\/em>, however<\/em>, that (i) each such assignment shall be of a
\nconstant, and not a varying, percentage of all of the assigning Lender’s rights
\nand obligations under the Loan Documents, (ii) the amount of the Commitment of
\nthe assigning Lender being assigned pursuant to each such assignment (determined
\nas of the date of the Lender Assignment with respect to such<\/p>\n

71<\/p>\n

\n

assignment) shall in no event be less than the lesser of the amount of such
\nLender’s then remaining Commitment and $5,000,000 or any whole multiple of
\n$1,000,000 in excess thereof (except in the case of assignments between Lenders
\nat the time already parties hereto and between a Lender and an Affiliate of such
\nLender or Approved Fund), (iii) except as set forth in clause (ii) below, the
\nAgent, each LC Issuing Bank and, so long as no Unmatured Default or Event of
\nDefault shall have occurred and be continuing, the Borrower, shall have
\nconsented to such assignment (in each case, which may not be unreasonably
\nwithheld or delayed); provided<\/em> that the Borrower shall be deemed to
\nhave consented to any such assignment unless it shall object thereto by written
\nnotice to the Agent within ten Business Days after having received notice
\nthereof, and (iv) the parties to each such assignment shall execute and deliver
\nto the Agent, for its acceptance and recording in the Register, a Lender
\nAssignment, together with any Note or Notes (if any) subject to such assignment
\nand a processing and recordation fee of $3,500. Promptly following its receipt
\nof such Lender Assignment, Note or Notes (if any) and fee, the Agent shall
\naccept and record such Lender Assignment in the Register.<\/p>\n

(i) Upon such execution, delivery, acceptance and recording, from and after
\nthe effective date specified in each Lender Assignment, (x) the assignee
\nthereunder shall be a party hereto and, to the extent that rights and
\nobligations hereunder have been assigned to it pursuant to such Lender
\nAssignment, have the rights and obligations of a Lender hereunder and (y) the
\nLender assignor thereunder shall, to the extent that rights and obligations
\nhereunder have been assigned by it pursuant to such Lender Assignment,
\nrelinquish its rights and be released from its obligations under this Agreement
\n(and, in the case of a Lender Assignment covering all or the remaining portion
\nof an assigning Lender’s rights and obligations under this Agreement, such
\nLender shall cease to be a party hereto, but shall continue to be entitled to
\nthe benefits of Section 2.13<\/em><\/strong>, Section
\n2.17<\/em><\/strong>, and Section 8.4 <\/em><\/strong>with respect to
\nfacts and circumstances occurring prior to the effective date of such
\nassignment); provided<\/em>, that except to the extent otherwise expressly
\nagreed by the affected parties, no assignment by a Defaulting Lender will
\nconstitute a waiver or release of any claim of any party hereunder arising from
\nthat Lender’s having been a Defaulting Lender.<\/p>\n

(ii) Notwithstanding anything to the contrary contained in this Agreement,
\nany Lender may at any time, with notice to the Borrower, the Agent and the LC
\nIssuing Banks, assign all or any portion of its Commitment, and the Advances,
\nparticipations in Letters of Credit and Swingline Advances owing to any of the
\nBanks listed on the signature pages hereof, any Additional Lender that shall
\nbecome a party hereto pursuant to Section 8.7(a)(i)<\/em><\/strong>,
\nany Affiliate of such a Lender or any Approved Fund that is an Affiliate of a
\nLender. No such assignment, other than to any of the Banks listed on the
\nsignature pages hereof, any Additional Lender that shall become a party hereto
\npursuant to Section 8.7(a)(i)<\/em><\/strong>, any Affiliate of such a
\nLender or any Approved Fund that is an Affiliate of a Lender shall release the
\nassigning Lender from its obligations hereunder.<\/p>\n

(iii) By executing and delivering a Lender Assignment, the Lender assignor
\nthereunder and the assignee thereunder confirm to and agree with each other and
\nthe other parties hereto as follows: (i) other than as provided in such Lender
\nAssignment, such assigning Lender makes no representation or warranty and
\nassumes no responsibility with respect to any statements, warranties or
\nrepresentations made in or in<\/p>\n

72<\/p>\n

\n

connection with any Loan Document or the execution, legality, validity,
\nenforceability, genuineness, sufficiency or value of any Loan Document or any
\nother instrument or document furnished pursuant thereto; (ii) such assigning
\nLender makes no representation or warranty and assumes no responsibility with
\nrespect to the financial condition of the Borrower or the performance or
\nobservance by the Borrower of any of its obligations under any Loan Document or
\nany other instrument or document furnished pursuant thereto; (iii) such assignee
\nconfirms that it has received a copy of each Loan Document, together with copies
\nof the financial statements referred to in Section
\n4.1(f)<\/em><\/strong>) hereof and such other documents and information as it has
\ndeemed appropriate to make its own credit analysis and decision to enter into
\nsuch Lender Assignment; (iv) such assignee will, independently and without
\nreliance upon the Agent, such assigning Lender or any other Lender and based on
\nsuch documents and information as it shall deem appropriate at the time,
\ncontinue to make its own credit decisions in taking or not taking action under
\nthe Loan Documents; (v) such assignee confirms that it is an Eligible Assignee;
\n(vi) such assignee appoints and authorizes the Agent to take such action as
\nagent on its behalf and to exercise such powers under the Loan Documents as are
\ndelegated to the Agent by the terms thereof, together with such powers as are
\nreasonably incidental thereto; and (vii) such assignee agrees that it will
\nperform in accordance with their terms all of the obligations which by the terms
\nof the Loan Documents are required to be performed by it as a Lender.<\/p>\n

(iv) No such assignment shall be made to (i) the Borrower or any of the
\nBorrower’s Affiliates or Subsidiaries, (ii) to any Defaulting Lender or any of
\nits Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
\nconstitute any of the foregoing Persons described in this clause (ii), or (iii)
\na natural Person.<\/p>\n

(v) In connection with any assignment of rights and obligations of any
\nDefaulting Lender hereunder, no such assignment shall be effective unless and
\nuntil, in addition to the other conditions thereto set forth herein, the parties
\nto the assignment shall make such additional payments to the Agent in an
\naggregate amount sufficient, upon distribution thereof as appropriate (which may
\nbe outright payment, purchases by the assignee of participations or
\nsub-participations, or other compensating actions, including funding, with the
\nconsent of the Borrower and the Agent, the applicable pro rata share of Advances
\npreviously requested but not funded by the Defaulting Lender, to each of which
\nthe applicable assignee and assignor hereby irrevocably consent), to (i) pay and
\nsatisfy in full all payment liabilities then owed by such Defaulting Lender to
\nthe Agent, each LC Issuing Bank, the Swingline Lender and each other Lender
\nhereunder (and interest accrued thereon), and (ii) acquire (and fund as
\nappropriate) its full pro rata share of all Advances and participations in
\nLetters of Credit and Swingline Advances. Notwithstanding the foregoing, in the
\nevent that any assignment of rights and obligations of any Defaulting Lender
\nhereunder shall become effective under applicable law without compliance with
\nthe provisions of this paragraph, then the assignee of such interest shall be
\ndeemed to be a Defaulting Lender for all purposes of this Agreement until such
\ncompliance occurs.<\/p>\n

73<\/p>\n

\n

(b) The Agent shall maintain at its address referred to in
\nSection 8.2<\/em><\/strong> a copy of each Lender Assignment delivered
\nto and accepted by it and a register for the recordation of the names and
\naddresses of the Lenders and the Commitment of, and principal amount of the
\nAdvances owing to, each Lender from time to time (the
\n“Register<\/em><\/strong>“). The entries in the Register shall be
\nconclusive and binding for all purposes, absent manifest error, and the
\nBorrower, the Agent and the Lenders may treat each Person whose name is recorded
\nin the Register as a Lender hereunder for all purposes of this Agreement. In
\naddition, the Agent shall maintain on the Register information regarding the
\ndesignation, revocation of designation, of any Lender as a Designated Lender.
\nThe Register shall be available for inspection by the Borrower or any Lender at
\nany reasonable time and from time to time upon reasonable prior notice. Upon its
\nreceipt of a Lender Assignment executed by an assigning Lender and an assignee
\nrepresenting that it is an Eligible Assignee, together with any Note or Notes
\n(if any) subject to such assignment, the Agent shall, if such Lender Assignment
\nhas been completed and is in substantially the form of Exhibit
\n8.7<\/em><\/strong> hereto, (i) accept such Lender Assignment, (ii) record the
\ninformation contained therein in the Register and (iii) give prompt notice
\nthereof to the Borrower.<\/p>\n

(c) Participations<\/em><\/strong>. Each Lender may sell
\nparticipations to any Person (other than a natural Person or the Borrower or any
\nof the Borrower’s Affiliates or Subsidiaries) (each, a
\n“Participant<\/em><\/strong>“) all or a portion of its rights and
\nobligations under the Loan Documents (including, without limitation, all or a
\nportion of its Commitment, the Advances owing to it, its participations in
\nLetters of Credit or Swingline Advances, and the Note or Notes (if any) held by
\nit); provided<\/em>, however<\/em>, that (i) such Lender’s obligations
\nunder this Agreement (including, without limitation, its Commitment to the
\nBorrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
\nresponsible to the other parties hereto for the performance of such obligations,
\n(iii) such Lender shall remain the holder of any such Note (if any) for all
\npurposes of this Agreement, and (iv) the Borrower, the Agent, the LC Issuing
\nBanks and the other Lenders shall continue to deal solely and directly with such
\nLender in connection with such Lender’s rights and obligations under this
\nAgreement.<\/p>\n

Any agreement or instrument pursuant to which a Lender sells such a
\nparticipation shall provide that such Lender shall retain the sole right to
\nenforce this Agreement and to approve any amendment, modification or waiver of
\nany provision of this Agreement; provided<\/em> that such agreement or
\ninstrument may provide that such Lender will not, without the consent of the
\nParticipant, agree to any amendment, modification or waiver that affects such
\nParticipant. The Borrower agrees that each Participant, solely pursuant to the
\nterms of the relevant agreement or instrument between such Participant and the
\nparticipating Lender and not as a party or third party beneficiary to this
\nAgreement, shall be entitled to the benefits of Section
\n2.13<\/em><\/strong>, Section 2.14<\/em><\/strong>, Section
\n8.4(d)<\/em><\/strong>, and Section 2.17<\/em><\/strong> (subject to the
\nrequirements and limitations therein, including the requirements under
\nSection 2.17(e)<\/em><\/strong> (it being understood that the
\ndocumentation required under Section 2.17(e) <\/em><\/strong>shall be
\ndelivered to the participating Lender)) to the same extent as if it were a
\nLender and had acquired its interest by assignment pursuant to paragraph (b) of
\nthis Section 8.7(c)<\/em><\/strong>; provided<\/em> that such
\nParticipant (A) agrees to be subject to the provisions of Section
\n2.20<\/em><\/strong> as if it were an assignee under paragraph (b) of this
\nSection 8.7(c)<\/em><\/strong>; and (B) shall not be entitled to
\nreceive any greater payment under Section 2.14 <\/em><\/strong>or
\nSection 2.17<\/em><\/strong> with respect to any participation, than
\nits participating Lender would have been entitled to receive, except to the
\nextent such entitlement to receive a greater payment results from a Change in
\nLaw that occurs after the Participant acquired the applicable participation. No
\nParticipant shall be deemed to be a party to or have standing under this
\nAgreement, and shall only act through the participating Lender pursuant to the
\nterms of the relevant agreement or instrument between such Participant<\/p>\n

74<\/p>\n

\n

and the participating Lender. Each Lender that sells a participation agrees
\nto cooperate with the Borrower to effectuate the provisions of
\nSection 2.20(a)<\/em><\/strong> with respect to any Participant. To
\nthe extent permitted by law, each Participant also shall be entitled to the
\nbenefits of Section 2.18<\/em><\/strong> as though it were a Lender;
\nprovided<\/em> that such Participant agrees to be subject to
\nSection 2.18 <\/em><\/strong>as though it were a Lender. Each Lender
\nthat sells a participation shall, acting solely for this purpose as a
\nnon-fiduciary agent of the Borrower solely for purposes of complying with
\nSection 5f.103-1(c) of the United States Treasury Regulations, maintain a
\nregister on which it enters the name and address of each Participant and the
\nprincipal amounts (and stated interest) of each Participant’s interest in the
\nAdvances or other obligations under the Loan Documents (the
\n“Participant Register<\/em><\/strong>“); provided<\/em> that no
\nLender shall have any obligation to disclose all or any portion of the
\nParticipant Register (including the identity of any Participant or any
\ninformation relating to a Participant’s interest in any commitments, loans,
\nletters of credit or its other obligations under any Loan Document) to any
\nPerson except to the extent that such disclosure is (i) necessary to establish
\nthat such commitment, loan, letter of credit or other obligation is in
\nregistered form under Section 5f.103-1(c) of the United States Treasury
\nRegulations, (ii) required by a regulatory agency with jurisdiction over the
\nparty requesting disclosure or (iii) required by applicable law. The entries in
\nthe Participant Register shall be conclusive absent manifest error, and such
\nLender shall treat each Person whose name is recorded in the Participant
\nRegister as the owner of such participation for all purposes of this Agreement
\nnotwithstanding any notice to the contrary. For the avoidance of doubt, the
\nAgent (in its capacity as Agent) shall have no responsibility for maintaining a
\nParticipant Register.<\/p>\n

(d) Any Lender may, in connection with any assignment or participation or
\nproposed assignment or participation pursuant to this Section
\n8.7<\/em><\/strong>, disclose to the assignee or participant or proposed assignee
\nor participant, any information relating to the Borrower furnished to such
\nLender by or on behalf of the Borrower; provided<\/em> that, prior to any
\nsuch disclosure, the assignee or participant or proposed assignee or participant
\nshall agree, in accordance with the terms of Section
\n8.8<\/em><\/strong>, to preserve the confidentiality of any Confidential
\nInformation relating to the Borrower received by it from such Lender.<\/p>\n

(e) Anything in this Section 8.7 <\/em><\/strong>to the contrary
\nnotwithstanding, any Lender may assign a security interest in or pledge all or
\nany portion of its Commitment and the Advances owing to it to secure obligations
\nof such Lender, including any pledge or assignment to secure obligations to a
\nFederal Reserve Bank. No such assignment shall release the assigning Lender from
\nits obligations hereunder or substitute any such pledge or assignee for such
\nLender as a party hereto.<\/p>\n

Section 8.8 Confidentiality<\/em><\/strong>. In connection with the
\nnegotiation and administration of this Agreement and the other Loan Documents,
\nthe Borrower has furnished and will from time to time furnish to a Recipient
\nwritten information which is identified to the Recipient in writing, when
\ndelivered, as confidential (such information, other than any such information
\nwhich (i) as publicly available, or otherwise known to the Recipient, at the
\ntime of disclosure, (ii) subsequently becomes publicly available other than
\nthrough any act or omission by the Recipient or (iii) otherwise subsequently
\nbecomes known to the Recipient other than through a Person whom the Recipient
\nknows to be acting in violation of his or its obligations to the Borrower, being
\nhereinafter referred to as “Confidential
\nInformation<\/em><\/strong>“). The Recipient will maintain the confidentiality of
\nany Confidential Information in accordance with such procedures as the<\/p>\n

75<\/p>\n

\n

Recipient applies generally to information of that nature. It is understood,
\nhowever, that the foregoing will not restrict the Recipient’s ability to freely
\nexchange such Confidential Information with its Affiliates or with current or
\nprospective participants in or assignees of, or any current or prospective
\ncounterparty (or its advisors) to any swap, securitization or derivative
\ntransaction relating to, the Recipient’s position herein, but the Recipient’s
\nability to so exchange Confidential Information shall be conditioned upon any
\nsuch Affiliate’s or prospective participant’s or assignee’s or counterparty’s
\nentering into an understanding as to confidentiality similar to this provision.
\nIt is further understood that the foregoing will not prohibit the disclosure of
\nany or all Confidential Information if and to the extent that such disclosure
\nmay be required (i) by a regulatory agency or otherwise in connection with an
\nexamination of the Recipient’s records by appropriate authorities, (ii) pursuant
\nto court order, subpoena or other legal process or in connection with any
\npending or threatened litigation, (iii) otherwise as required by law, or (iv) in
\norder to protect its interests or its rights or remedies hereunder or under the
\nother Loan Documents; in the event of any required disclosure under clause (ii)
\nor (iii) above, the Recipient agrees to use reasonable efforts to inform the
\nBorrower as promptly as practicable to the extent legally permitted to do so.\n<\/p>\n

Section 8.9 WAIVER OF JURY TRIAL<\/em><\/strong>. THE AGENT, THE LC
\nISSUING BANKS, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
\nINTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
\nANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
\nTHIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
\nDEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENT, SUCH
\nLC ISSUING BANK, SUCH LENDERS OR THE BORROWER. THIS PROVISION IS A MATERIAL
\nINDUCEMENT FOR THE AGENT, THE LC ISSUING BANKS AND THE LENDERS ENTERING INTO
\nTHIS AGREEMENT.<\/p>\n

Section 8.10 Governing Law<\/em><\/strong>. This Agreement and the
\nother Loan Documents shall be governed by, and construed in accordance with, the
\nlaws of the State of New York; provided<\/em> that each Letter of Credit
\nshall be governed by, and construed in accordance with, the laws or rules
\ndesignated in such Letter of Credit or application therefor or, if no such laws
\nor rules are designated, the International Standby Practices of the
\nInternational Chamber of Commerce, as in effect from time to time (the
\n“ISP<\/em><\/strong>“), and, as to matters not governed by the ISP,
\nthe laws of the State of New York.<\/p>\n

Section 8.11 Jurisdiction<\/em><\/strong>. The Borrower irrevocably
\nand unconditionally agrees that it will not commence any action, litigation or
\nproceeding of any kind or description, whether in law or equity, whether in
\ncontract or in tort or otherwise, against the Agent, the Joint Arrangers, any
\nLender, any Issuing Bank, or any Related Party of the foregoing in any way
\nrelating to this Agreement or any other Loan Document or the transactions
\nrelating hereto or thereto, in any forum other than the courts of the State of
\nNew York sitting in New York County, and of the United States District Court of
\nthe Southern District of New York, and any appellate court from any thereof. The
\nBorrower, each Lender, each LC Issuing Bank, the Joint Arrangers, and the Agent
\nirrevocably and unconditionally submit to the jurisdiction of such courts and
\nagree that all claims in respect of any such action, litigation or proceeding
\nmay be heard and determined in such New York State court or, to the fullest
\nextent permitted by applicable law, in such federal<\/p>\n

76<\/p>\n

\n

court. Each of the parties hereto agrees that a final judgment in any such
\naction, litigation or proceeding shall be conclusive and may be enforced in
\nother jurisdictions by suit on the judgment or in any other manner provided by
\nlaw. Nothing in this Agreement or in any other Loan Document shall affect any
\nright that the Agent, the Joint Arrangers, any Lender or any LC Issuing Bank may
\notherwise have to bring any action or proceeding relating to this Agreement or
\nany other Loan Document against the Borrower or its properties in the courts of
\nany jurisdiction.<\/p>\n

Section 8.12 Waiver of Venue<\/em><\/strong>. The Borrower
\nirrevocably and unconditionally waives, to the fullest extent permitted by
\napplicable law, any objection that it may now or hereafter have to the laying of
\nvenue of any action or proceeding arising out of or relating to this Agreement
\nor any other Loan Document in any court referred to in Section
\n8.11<\/em><\/strong>. Each of the parties hereto hereby irrevocably waives, to the
\nfullest extent permitted by applicable law, the defense of an inconvenient forum
\nto the maintenance of such action or proceeding in any such court.<\/p>\n

Section 8.13 Relation of the Parties; No
\nBeneficiary<\/em><\/strong>. No term, provision or requirement, whether express or
\nimplied, of any Loan Document, or actions taken or to be taken by any party
\nthereunder, shall be construed to create a partnership, association, or joint
\nventure between such parties or any of them. No term or provision of the Loan
\nDocuments shall be construed to confer a benefit upon, or grant a right or
\nprivilege to, any Person other than the parties thereto.<\/p>\n

Section 8.14 Execution in Counterparts<\/em><\/strong>. This
\nAgreement may be executed in any number of counterparts and by different parties
\nhereto in separate counterparts, each of which when so executed shall be deemed
\nto be an original and all of which taken together shall constitute one and the
\nsame agreement. Delivery of an executed counterpart of a signature page of this
\nAgreement by facsimile or other electronic transmission will be effective as
\ndelivery of a manually executed counterpart thereof.<\/p>\n

Section 8.15 Severability<\/em><\/strong>. To the extent any
\nprovision of this Agreement is prohibited by or invalid under the applicable law
\nof any jurisdiction, such provision shall be ineffective only to the extent of
\nsuch prohibition or invalidity and only in such jurisdiction, without
\nprohibiting or invalidating such provision in any other jurisdiction or the
\nremaining provisions of this Agreement in any jurisdiction.<\/p>\n

Section 8.16 Disclosure of Information<\/em><\/strong>. The
\nBorrower agrees and consents to the Agent’s and the Joint Arrangers’ disclosure
\nof information relating to this transaction to Gold Sheets<\/u> and other
\nsimilar bank trade publications. Such information will consist of deal terms and
\nother information customarily found in such publications.<\/p>\n

Section 8.17 USA Patriot Act Notice<\/em><\/strong>. Each Lender
\nthat is subject to the PATRIOT Act and the Agent (for itself and not on behalf
\nof any Lender) hereby notifies the Borrower that pursuant to the requirements of
\nthe PATRIOT Act, it is required to obtain, verify and record information that
\nidentifies the Borrower, which information includes the name and address of the
\nBorrower and other information that will allow such Lender or the Agent, as
\napplicable, to identify the Borrower in accordance with the PATRIOT Act.<\/p>\n

77<\/p>\n

\n

Section 8.18 Entire Agreement<\/em><\/strong>. This Agreement,
\ntogether with any Note, the Fee Letters and any other agreements, instruments
\nand other documents required to be executed and delivered in connection
\nherewith, represents the entire agreement of the parties hereto and supersedes
\nall prior agreements and understandings of the parties with respect to the
\nsubject matter covered hereby.<\/p>\n

[Signatures to Follow]<\/p>\n

78<\/p>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be executed by their respective officers thereunto duly authorized,
\nas of the date first above written.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ALLIANT ENERGY CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ John E. Kratchmer<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

John E. Kratchmer<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President and Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

WELLS FARGO BANK, NATIONAL ASSOCIATION,<\/strong> as Agent, LC Issuing
\nBank and as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Shawn Young<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Shawn Young<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

JPMORGAN CHASE BANK, N.A.,<\/strong> as LC Issuing Bank, as
\nSyndication Agent and as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Helen D. Davis<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Helen D. Davis<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BANK OF AMERICA, N.A.,<\/strong> as Documentation Agent and Lender\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ William Merritt<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

William Merritt<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BARCLAYS BANK PLC,<\/strong> as Documentation Agent and Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Vanessa A. Kurbatskiy<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Vanessa Kurbatskiy<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CITIBANK, N.A.,<\/strong> as Documentation Agent and Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Anita J. Brickell<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Anita J. Brickell<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE ROYAL BANK OF SCOTLAND PLC,<\/strong> as Documentation Agent and
\nLender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Andrew Taylor<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Andrew Taylor<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

UBS LOAN FINANCE LLC,<\/strong> as Documentation Agent and Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Irja R. Otsa<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Irja R. Otsa<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Associate Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Mary E. Evans<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Mary E. Evans<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Associate Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE BANK OF TOKYO-MITSUBISHI UFJ,<\/strong> as Documentation Agent and
\nLender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Chi-Cheng Chen<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Chi-Cheng Chen<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE BANK OF NEW YORK MELLON,<\/strong> as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ John Watt<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

John N. Watt<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

KEYBANK NATIONAL ASSOCIATION,<\/strong> as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Craig Hanselman<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Craig Hanselman<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MIZUHO CORPORATE BANK (USA),<\/strong> as Lender Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Leon Mo<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Leon Mo<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

COMERICA BANK,<\/strong> as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Heather Whiting<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Heather Whiting<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SCHEDULE I <\/strong><\/p>\n

ALLIANT ENERGY CORPORATION <\/strong><\/p>\n

Third Amended and Restated Five Year Credit Agreement, dated as of December
\n14, 2011, among Alliant Energy Corporation, as Borrower, the Banks named therein
\nand Wells Fargo, National Association, as Agent, Swingline Lender and LC Issuing
\nBank<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Lender<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Commitment<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Wells Fargo Bank, National Association<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

33,750,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

JPMorgan Chase Bank, N.A.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

33,750,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Bank of America, N.A.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,500,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

The Bank of Tokyo-Mitsubishi UFJ, Ltd.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,500,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Barclays Bank PLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,500,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Citibank N.A.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,500,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

The Royal Bank of Scotland plc<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,500,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

UBS Loan Finance LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,500,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Bank of New York Mellon<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

18,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

KeyBank National Association<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

18,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Mizuho Corporate Bank (USA)<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

18,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Comerica Bank<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

7,500,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Total<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

300,000,000<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

SCHEDULE II <\/strong><\/p>\n

EXISTING SYNTHETIC LEASES <\/strong><\/p>\n

Existing Synthetic Leases for Wisconsin Power and Light Company:
\n<\/u><\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Equipment Leasing Agreement, dated November 1, 1993. Amount owed as of the
\nAmendment effective date is $3,436,234.02.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Equipment Leasing Agreement, dated March 15, 1995. Amount owed as of the
\nAmendment effective date is $2,188,318.00.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Equipment Leasing Agreement, dated November 2, 1993. Amount owed as of the
\nAmendment effective date is $956,062.75.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Existing Synthetic Leases for Interstate Power and Light Company:
\n<\/u><\/strong><\/p>\n

Existing Synthetic Leases for Alliant Energy Corporate Services,
\nInc.: <\/u><\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Lease, dated April 19, 2000. Amount owed as of the Amendment effective date
\nis $47,744,531.41.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SCHEDULE III <\/strong><\/p>\n

EXISTING LIENS <\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Liens in favor of wholly-owned Subsidiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Liens, if any, evidenced by existing synthetic leases listed in Schedule II.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Liens securing payment on Sheboygan Power, LLC Senior Secured Notes due 2025.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

Property pledged as security for any of the following bond issues:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Pollution Control Facility Revenue Refunding Bonds (Interstate Power and
\nLight Company Project) Series 2005, issued by the Iowa Finance Authority<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Pollution Control Refunding Revenue Bonds, Series 2006A (Carlton), issued by
\nthe Town of Carlton, Wisconsin<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Pollution Control Refunding Revenue Bonds, Series 2006B (Sheboygan), issued
\nby the City of Sheboygan, Wisconsin<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

Promissory Note and Mortgage dated July 16, 2010, between Cedar Rapids and
\nIowa City Railway Company (“Business”) and the Department of Transportation of
\nthe State of Iowa (“Department”).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

Contingent liens and performance guaranties created in support of performance
\nand payment bonds in favor of various contractors and vendors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SCHEDULE IV <\/strong><\/p>\n

LIST OF INDENTURES <\/strong><\/p>\n

The following indentures, as amended and supplemented from time to time:<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Indenture, dated as of June 20, 1997, between Wisconsin Power and Light
\nCompany and Wells Fargo Bank, N.A., as Successor Trustee, relating to debt
\nsecurities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Indenture, dated as of September 30, 2009, between Alliant Energy Corporation
\nand Wells Fargo Bank, N.A., as Trustee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Indenture (for Senior Unsecured Debt Securities), dated as of August 20,
\n2003, between Interstate Power and Light Company and The Bank of New York Mellon
\nTrust Company, N.A., as Trustee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

Collateral Trust Indenture, dated as of June 30, 2005, between Sheboygan
\nPower, LLC, as Issuer, and LaSalle Bank National Association (d\/b\/a Bank of
\nAmerica Merrill Lynch Global Custody and Agency Services), as Collateral
\nTrustee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Sch. IV-1<\/p>\n

\n

EXHIBITS TO <\/strong><\/p>\n

THIRD AMENDED AND RESTATED <\/strong><\/p>\n

FIVE YEAR <\/strong><\/p>\n

CREDIT AGREEMENT <\/strong><\/p>\n

Dated as of December 14, 2011 <\/em><\/p>\n

Among <\/em><\/p>\n

ALLIANT ENERGY CORPORATION <\/strong><\/p>\n

as Borrower <\/em><\/p>\n

THE BANKS NAMED HEREIN <\/strong><\/p>\n

as Banks <\/em><\/p>\n

and <\/em><\/p>\n

WELLS FARGO BANK, NATIONAL ASSOCIATION <\/strong><\/p>\n

as Administrative Agent, Swingline Lender and LC Issuing
\nBank <\/em><\/p>\n

JPMORGAN CHASE BANK, N.A. <\/strong><\/p>\n

as Syndication Agent and LC Issuing Bank <\/em><\/p>\n

BANK OF AMERICA, N.A. <\/strong><\/p>\n

BARCLAYS BANK PLC <\/strong><\/p>\n

CITIBANK, N.A. <\/strong><\/p>\n

THE BANK OF TOKYO : MITSUBISHI UFJ, LTD. <\/strong>\n<\/p>\n

THE ROYAL BANK OF SCOTLAND PLC <\/strong><\/p>\n

and <\/em><\/p>\n

UBS LOAN FINANCE LLC <\/strong><\/p>\n

as Co-Documentation Agents <\/em><\/p>\n

WELLS FARGO SECURITIES, LLC <\/strong><\/p>\n

J.P. MORGAN SECURITIES LLC <\/strong><\/p>\n

BARCLAYS CAPITAL <\/strong><\/p>\n

CITIGROUP GLOBAL MARKETS INC. <\/strong><\/p>\n

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
\n<\/strong><\/p>\n

RBS SECURITIES INC. <\/strong><\/p>\n

THE BANK OF TOKYO : MITSUBISHI UFJ, LTD. <\/strong>\n<\/p>\n

and <\/em><\/p>\n

UBS SECURITIES LLC <\/strong><\/p>\n

Joint Lead Arrangers and Joint Bookrunners <\/em><\/p>\n

\n

EXHIBIT 1.1(a) <\/strong><\/p>\n

FORM OF REVOLVING NOTE <\/strong><\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

$ <\/u><\/p>\n<\/td>\n

<\/td>\n\n

, 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

FOR VALUE RECEIVED, ALLIANT ENERGY CORPORATION<\/strong>, a Wisconsin
\ncorporation (the “Borrower<\/em><\/strong>“), hereby promises to pay
\nto the order of (the “Lender<\/em><\/strong>“), at the offices of
\nWells Fargo Bank, National Association (the “Agent<\/em><\/strong>“)
\nlocated at One Wells Fargo Center, 301 South College Street, Charlotte, North
\nCarolina (or at such other place or places as the Agent may designate), at the
\ntimes and in the manner provided in the Third Amended and Restated Five Year
\nCredit Agreement, dated as of December , 2011 (as amended, modified or
\nsupplemented from time to time, the “Credit
\nAgreement<\/em><\/strong>“), among the Borrower, the Lender and certain other
\nlenders parties thereto, and Wells Fargo Bank, National Association, as
\nAdministrative Agent for the Lender and such other lenders, Swingline Lender and
\nas LC Issuing Bank, the principal sum of <\/u>DOLLARS<\/strong> ($
\n<\/u>), or such lesser amount as may constitute the unpaid principal amount of
\nthe Revolving Advances made by the Lender, under the terms and conditions of
\nthis promissory note (this “Revolving Note<\/em><\/strong>“) and the
\nCredit Agreement. The defined terms in the Credit Agreement are used herein with
\nthe same meaning. The Borrower also promises to pay interest on the aggregate
\nunpaid principal amount of this Revolving Note at the rates applicable thereto
\nfrom time to time as provided in the Credit Agreement.<\/p>\n

This Revolving Note is one of a series of Revolving Notes referred to in the
\nCredit Agreement and is issued to evidence the Revolving Advances made by the
\nLender pursuant to the Credit Agreement. All of the terms, conditions and
\ncovenants of the Credit Agreement are expressly made a part of this Revolving
\nNote by reference in the same manner and with the same effect as if set forth
\nherein at length, and any holder of this Revolving Note is entitled to the
\nbenefits of and remedies provided in the Credit Agreement and the other Loan
\nDocuments. Reference is made to the Credit Agreement for provisions relating to
\nthe interest rate, maturity, payment, prepayment and acceleration of this
\nRevolving Note.<\/p>\n

In the event of an acceleration of the maturity of this Revolving Note, this
\nRevolving Note shall become immediately due and payable, without presentation,
\ndemand, protest or notice of any kind, all of which are hereby waived by the
\nBorrower.<\/p>\n

In the event this Revolving Note is not paid when due at any stated or
\naccelerated maturity, the Borrower agrees to pay, in addition to the principal
\nand interest, all costs of collection, including reasonable attorneys’ fees.\n<\/p>\n

This Revolving Note shall be governed by and construed in accordance with the
\ninternal laws and judicial decisions of the State of New York. The Borrower
\nhereby submits to the nonexclusive jurisdiction and venue of any New York State
\nCourt or Federal court sitting in New York City, although the Lender shall not
\nbe limited to bringing an action in such courts.<\/p>\n

[Signature on the Following Page]<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ALLIANT ENERGY CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

EXHIBIT 1.1(b) <\/strong><\/p>\n

FORM OF SWINGLINE NOTE <\/strong><\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

$60,000,000<\/p>\n<\/td>\n

<\/td>\n\n

December , 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

FOR VALUE RECEIVED, ALLIANT ENERGY CORPORATION<\/strong>, a Wisconsin
\ncorporation (the “Borrower<\/em><\/strong>“), hereby promises to pay
\nto the order of WELLS FARGO BANK, NATIONAL ASSOCIATION<\/strong> (the
\n“Swingline Lender<\/em><\/strong>“), at the offices of Wells Fargo
\nBank, National Association (the “Agent<\/em><\/strong>“) located at
\nOne Wells Fargo Center, 301 South College Street, Charlotte, North Carolina (or
\nat such other place or places as the Agent may designate), at the times and in
\nthe manner provided in the Third Amended and Restated Five Year Credit
\nAgreement, dated as of December __, 2011 (as amended, modified or supplemented
\nfrom time to time, the “Credit Agreement<\/em><\/strong>“), among the
\nBorrower, the Lender and certain other lenders parties thereto, and Wells Fargo
\nBank, National Association, as Administrative Agent for the Lender and such
\nother lenders, Swingline Lender and as LC Issuing Bank, the principal sum of
\nSIXTY MILLION AND 00\/100 DOLLARS<\/strong> ($60,000,000.00), or such
\nlesser amount as may constitute the unpaid principal amount of the Swingline
\nAdvances made by the Swingline Lender, under the terms and conditions of this
\npromissory note (this “Swingline Note<\/em><\/strong>“) and the Credit
\nAgreement. The defined terms in the Credit Agreement are used herein with the
\nsame meaning. The Borrower also promises to pay interest on the aggregate unpaid
\nprincipal amount of this Swingline Note at the rates applicable thereto from
\ntime to time as provided in the Credit Agreement.<\/p>\n

This Swingline Note is issued to evidence the Swingline Advances made by the
\nSwingline Lender pursuant to the Credit Agreement. All of the terms, conditions
\nand covenants of the Credit Agreement are expressly made a part of this
\nSwingline Note by reference in the same manner and with the same effect as if
\nset forth herein at length, and any holder of this Swingline Note is entitled to
\nthe benefits of and remedies provided in the Credit Agreement and the other Loan
\nDocuments. Reference is made to the Credit Agreement for provisions relating to
\nthe interest rate, maturity, payment, prepayment and acceleration of this
\nSwingline Note.<\/p>\n

In the event of an acceleration of the maturity of this Swingline Note, this
\nSwingline Note shall become immediately due and payable, without presentation,
\ndemand, protest or notice of any kind, all of which are hereby waived by the
\nBorrower.<\/p>\n

In the event this Swingline Note is not paid when due at any stated or
\naccelerated maturity, the Borrower agrees to pay, in addition to the principal
\nand interest, all costs of collection, including reasonable attorneys’ fees.\n<\/p>\n

This Swingline Note shall be governed by and construed in accordance with the
\ninternal laws and judicial decisions of the State of New York. The Borrower
\nhereby submits to the nonexclusive jurisdiction and venue of any New York State
\nCourt or Federal court sitting in New York City, although the Lender shall not
\nbe limited to bringing an action in such courts.<\/p>\n

[Signature on the Following Page]<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ALLIANT ENERGY CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

EXHIBIT 2.2(b) <\/strong><\/p>\n

FORM OF NOTICE OF BORROWING <\/strong><\/p>\n

[Date]<\/p>\n

Wells Fargo Bank, National Association, as Agent<\/p>\n

1525 West W.T. Harris Blvd.<\/p>\n

Mail Code: D1109-019<\/p>\n

Charlotte, NC 28262<\/p>\n

Attention: Syndication Agency Services<\/p>\n

Ladies and Gentlemen:<\/p>\n

The undersigned, Alliant Energy Corporation, refers to the Third Amended and
\nRestated Five Year Credit Agreement, dated as of December __, 2011 (as amended,
\nmodified or supplemented from time to time, the “Credit
\nAgreement<\/em><\/strong>“, the terms defined therein being used herein as therein
\ndefined), among the undersigned, the Lenders named therein and Wells Fargo Bank,
\nNational Association, as Administrative Agent, Swingline Lender and LC Issuing
\nBank, and hereby gives you notice, irrevocably, pursuant to Section 2.2(b) of
\nthe Credit Agreement that the undersigned hereby requests a Borrowing of
\nRevolving Advances under the Credit Agreement, and in that connection sets forth
\nbelow the information relating to such Borrowing (the “Proposed
\nBorrowing<\/em><\/strong>“) as required by Section 2.2(b) of the Credit Agreement:\n<\/p>\n

(A) The Business Day of the Proposed Borrowing is .1<\/sup><\/p>\n

(B) The Type of Advances comprising the Proposed Borrowing is [Base Rate
\nAdvances] [Eurodollar Rate Advances].<\/p>\n

(C) The aggregate amount of the Proposed Borrowing is $ <\/u>.<\/p>\n

(D) [The Interest Period for each Revolving Advance made as part of the
\nProposed Borrowing is month[s].]2<\/sup><\/p>\n\n\n\n
\n

1<\/sup><\/p>\n<\/td>\n

\n

Notice must be received by (i) in the case of Eurodollar Rate Advances, 11:00
\na.m., Charlotte, time, three Business Days prior to the date of the Borrowing or
\n(ii) in the case of Base Rate Advances, 10:00 a.m., Charlotte time, on the date
\nof Borrowing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2<\/sup><\/p>\n<\/td>\n

\n

Delete for Base Rate Advances.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

The undersigned hereby acknowledges that the delivery of this Notice of
\nBorrowing shall constitute a representation and warranty by the Borrower that,
\non the date of the Proposed Borrowing, the statements contained in Section
\n3.2(a) of the Credit Agreement are true.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ALLIANT ENERGY CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT 2.2(c) <\/strong><\/p>\n

FORM OF NOTICE OF SWINGLINE BORROWING <\/strong><\/p>\n

[Date]<\/p>\n

Wells Fargo Bank, National Association, as Agent<\/p>\n

1525 West W.T. Harris Blvd.<\/p>\n

Mail Code: D1109-019<\/p>\n

Charlotte, NC 28262<\/p>\n

Attention: Syndication Agency Services<\/p>\n

Wells Fargo Bank, National Association, as<\/p>\n

Swingline Lender<\/p>\n

Charlotte Plaza Building, CP-8<\/p>\n

201 South College Street<\/p>\n

Charlotte, North Carolina 28288-0680<\/p>\n

Attention:<\/p>\n

Ladies and Gentlemen:<\/p>\n

The undersigned, Alliant Energy Corporation, refers to the Third Amended and
\nRestated Five Year Credit Agreement, dated as of December __, 2011 (as amended,
\nmodified or supplemented from time to time, the “Credit
\nAgreement<\/em><\/strong>“, the terms defined therein being used herein as therein
\ndefined), among the undersigned, the Lenders named therein and Wells Fargo Bank,
\nNational Association, as Administrative Agent, Swingline Lender and LC Issuing
\nBank, and hereby gives you notice, irrevocably, pursuant to Section 2.2(c) of
\nthe Credit Agreement that the undersigned hereby requests a Borrowing of a
\nSwingline Advance under the Credit Agreement, and in that connection sets forth
\nbelow the information relating to such Borrowing (the “Proposed
\nBorrowing<\/em><\/strong>“) as required by Section 2.2(c) of the Credit Agreement:\n<\/p>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

The Business Day of the Proposed Borrowing is .1<\/sup><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

The aggregate amount of the Proposed Borrowing is $ <\/u>.2<\/sup><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

1<\/sup><\/p>\n<\/td>\n

\n

Notice must be received by 2:00 p.m., Charlotte time, on the date of
\nBorrowing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2<\/sup><\/p>\n<\/td>\n

\n

Amount of Proposed Borrowing must comply with Section 2.2(c) of the Credit
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

The undersigned hereby acknowledges that the delivery of this Notice of
\nSwingline Borrowing shall constitute a representation and warranty by the
\nBorrower that, on the date of the Proposed Borrowing, the statements contained
\nin Section 3.2(a) of the Credit Agreement are true.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ALLIANT ENERGY CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT 2.4 <\/strong><\/p>\n

FORM OF REQUEST FOR ISSUANCE <\/strong><\/p>\n

[Date]<\/p>\n

Wells Fargo Bank, National Association, as Agent<\/p>\n

1525 West W.T. Harris Blvd.<\/p>\n

Mail Code: D1109-019<\/p>\n

Charlotte, NC 28262<\/p>\n

Attention: Syndication Agency Services<\/p>\n

Ladies and Gentlemen:<\/p>\n

The undersigned, Alliant Energy Corporation (the
\n“Borrower<\/em><\/strong>“), refers to the Third Amended and Restated
\nFive Year Credit Agreement, dated as of December __, 2011 (as amended, modified,
\nor supplemented from time to time, the “Credit
\nAgreement<\/em><\/strong>“, the terms defined therein being used herein as therein
\ndefined), among the undersigned, the Lenders named therein and the Agent, and
\nhereby gives you notice, pursuant to Section 2.4 of the Credit Agreement, that
\nthe Borrower hereby requests the issuance of a Letter of Credit (the
\n“Requested Letter of Credit<\/em><\/strong>“) in accordance with the
\nfollowing terms:<\/p>\n

(i) the requested date of [issuance] [extension] [modification] [amendment]
\nof the Requested Letter of Credit (which is a Business Day) is ;1<\/sup>\n<\/p>\n

(ii) the expiration date of the Requested Letter of Credit requested hereby
\nis ;2<\/sup><\/p>\n

(iii) the proposed stated amount of the Requested Letter of Credit is ;<\/p>\n

(iv) The beneficiary of the Requested Letter of Credit is: [insert name and
\naddress of beneficiary]; and<\/p>\n\n\n\n
\n

1<\/sup><\/p>\n<\/td>\n

\n

Notice must be received by 12:00 p.m., Charlotte time, not less than two
\nBusiness Days prior to proposed date of issuance.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2<\/sup><\/p>\n<\/td>\n

\n

Date may not be later than five (5) Business Days prior to the Termination
\nDate or, in any event, more than one (1) year after the date of issuance.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(v) the conditions under which a drawing may be made under the Requested
\nLetter of Credit are as follows:<\/p>\n

Attached hereto as Exhibit A<\/u> is a consent to this requested
\n[amendment] [modification] executed by the beneficiary of the Letter of
\nCredit.3<\/sup><\/p>\n

Upon the issuance of the Letter of Credit by the LC Issuing Bank in response
\nto this request, the Borrower shall be deemed to have represented and warranted
\nthat the applicable conditions to an issuance of a Letter of Credit that are
\nspecified in Article III of the Credit Agreement have been satisfied.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ALLIANT ENERGY CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3<\/sup><\/p>\n<\/td>\n

\n

Include this paragraph only if request is for modification or amendment of
\nthe Letter of Credit.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT A<\/p>\n

Consented to as of the date<\/p>\n

first above written:4<\/sup><\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

[NAME OF LETTER OF CREDIT BENEFICIARY]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4<\/sup><\/p>\n<\/td>\n

\n

Necessary only for modification or amendment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT 2.11 <\/strong><\/p>\n

FORM OF NOTICE OF CONVERSION <\/strong><\/p>\n

[Date]<\/p>\n

Wells Fargo Bank, National Association, as Agent<\/p>\n

1525 West W.T. Harris Blvd.<\/p>\n

Mail Code: D1109-019<\/p>\n

Charlotte, NC 28262<\/p>\n

Attention: Syndication Agency Services<\/p>\n

Ladies and Gentlemen:<\/p>\n

The undersigned, Alliant Energy Corporation, refers to the Third Amended and
\nRestated Five Year Credit Agreement, dated as of December __, 2011 (as amended,
\nmodified or supplemented from time to time, the “Credit
\nAgreement<\/em><\/strong>“, the terms defined therein being used herein as therein
\ndefined), among the undersigned, the Lenders named therein and Wells Fargo Bank,
\nNational Association, as Administrative Agent, Swingline Lender and LC Issuing
\nBank, and hereby gives you notice, irrevocably, pursuant to Section 2.11 of the
\nCredit Agreement, that the undersigned hereby requests a Conversion under the
\nCredit Agreement, and in that connection sets forth below the information
\nrelating to such Conversion (the “Proposed
\nConversion<\/em><\/strong>“) as required by Section 2.11 of the Credit Agreement:\n<\/p>\n

(A) The Business Day of the Proposed Conversion is , .1<\/sup><\/p>\n

(B) The Type of Advances comprising the Proposed Conversion is [Base Rate
\nAdvances] [Eurodollar Rate Advances].<\/p>\n

(C) The aggregate amount of the Proposed Conversion is $ <\/u>.<\/p>\n

(D) The Type of Advances to which such Advances are proposed to be Converted
\nis [Base Rate Advances] [Eurodollar Rate Advances].<\/p>\n

(E) The Interest Period for each Advance made as part of the Proposed
\nConversion is month(s).2<\/sup><\/p>\n

The undersigned hereby represents and warrants that the Borrower’s request
\nfor the Proposed Conversion is made in compliance with Section 2.10 of the
\nCredit Agreement.<\/p>\n\n\n\n
\n

1<\/sup><\/p>\n<\/td>\n

\n

Notice must be received by (i) in the case of Conversion to or in respect of
\nEurodollar Rate Advances, 12:00 noon, Charlotte, time, three Business Days prior
\nto the date of the Borrowing or (ii) in the case of Conversion to or in respect
\nof Base Rate Advances, 12:00 noon, Charlotte time, on the date of Borrowing.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2<\/sup><\/p>\n<\/td>\n

\n

Delete for Base Rate Advances.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ALLIANT ENERGY CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT 3.l(a)(viii)(A) <\/strong><\/p>\n

FORM OF OPINION <\/strong><\/p>\n

December __, 2011 <\/strong><\/p>\n

The Lenders party to the Credit Agreement defined below and<\/p>\n

Wells Fargo Bank, National Association, as Agent for such Lenders<\/p>\n

1525 West W.T. Harris Blvd.<\/p>\n

Mail Code: D1109-019<\/p>\n

Charlotte, NC 28262<\/p>\n

Attention: Syndication Agency Services<\/p>\n\n\n\n
<\/td>\n\n

Re:<\/strong><\/p>\n<\/td>\n

\n

Alliant Energy Corporation <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Ladies and Gentlemen:<\/p>\n

This opinion is furnished to you pursuant to Section 3.1(a)(viii)(A) of the
\nThird Amended and Restated Five Year Credit Agreement, dated as of December __,
\n2011 (the “Credit Agreement<\/em><\/strong>“), among Alliant Energy
\nCorporation (the “Borrower<\/em><\/strong>“), the Banks parties
\nthereto and Wells Fargo Bank, National Association, as Administrative Agent,
\nSwingline Lender and LC Issuing Bank (collectively, the
\n“Lenders<\/em><\/strong>“). Terms defined in the Credit Agreement and
\nnot otherwise defined herein are used herein as therein defined.<\/p>\n

We have acted as counsel for the Borrower in connection with the preparation,
\nexecution and delivery of, and the closing on this date (the
\n“Closing<\/em><\/strong>“) under, the Credit Agreement and the other
\nLoan Documents.<\/p>\n

In that capacity we have examined:<\/p>\n

(i) the Credit Agreement;<\/p>\n

(ii) the Notes delivered in connection with the Closing, if any (the
\n“Notes<\/em><\/strong>“);<\/p>\n

(iii) the Fee Letters;<\/p>\n

(iv) the Articles of Incorporation of the Borrower and all amendments thereto
\n(the “Borrower Charter<\/em><\/strong>“); and<\/p>\n

(v) the by-laws of the Borrower and all amendments thereto (the
\n“Borrower By-laws<\/em><\/strong>“).<\/p>\n

In addition, we have examined the originals, or copies certified to our
\nsatisfaction, of such other corporate records of the Borrower, certificates of
\npublic officials and of officers of the Borrower, and agreements, instruments
\nand other documents, as we have deemed necessary as a basis for the opinions
\nexpressed below. As to questions of fact material to such opinions, we have,
\nwhen relevant facts were not independently established by us, relied upon
\ncertificates of the Borrower or its officers, or of public officials.<\/p>\n

\n

We have assumed (i) the due execution and delivery, pursuant to due
\nauthorization, of the Credit Agreement by all parties to the Credit Agreement
\n(other than the Borrower), (ii) the authenticity of all such documents submitted
\nto us as originals, (iii) the genuineness of all signatures, (iv) the conformity
\nto the originals of all such documents submitted to us as copies and (v) the
\nenforceability of all documents against parties thereto other than the Borrower.\n<\/p>\n

Our opinions expressed herein are limited to the laws of the State of New
\nYork, the laws of the State of Colorado and the Federal laws of the United
\nStates of America in effect on the date hereof as they presently apply and we
\nexpress no opinion as to the laws of any other jurisdiction. We authorize
\nRobinson, Bradshaw & Hinson, P.A., special counsel to the Agent, to rely on
\nthis opinion.<\/p>\n

Based upon the foregoing, but subject to the assumptions, qualifications and
\nlimitations set forth herein, we are of the opinion that:<\/p>\n

1. Based solely upon a certificate issued by the Wisconsin Department of
\nFinancial Institutions, the Borrower is a validly existing corporation, has
\nfiled its most recent annual report required by the Wisconsin Statutes and has
\nnot filed Articles of Dissolution as of the date of such certificate.<\/p>\n

2. The execution, delivery and performance by the Borrower of the Credit
\nAgreement, the Notes and the Fee Letters are within the Borrower’s corporate
\npowers, have been duly authorized by all necessary corporate action, and do not
\ncontravene (a) the Borrower Charter or the Borrower By-laws, or (b) any law,
\nrule or regulation of which we have knowledge applicable to the Borrower. The
\nCredit Agreement, the Notes and the Fee Letters have been duly executed and
\ndelivered on behalf of the Borrower. It is understood that the Borrower is
\nrequired to obtain the Commitment Increase Approvals before any Commitment
\nIncrease.<\/p>\n

3. Other than the Approval of the Public Service Commission of Wisconsin, no
\nGovernmental Approval is required in connection with the execution, delivery or
\nperformance by the Borrower of any Loan Document, or the enforcement thereof by
\nthe Agent and the Lenders.<\/p>\n

4. The Credit Agreement, the Notes and the Fee Letters are the legal, valid
\nand binding obligations of the Borrower, enforceable against the Borrower in
\naccordance with their respective terms.<\/p>\n

5. The Borrower is not an “investment company” as defined in the Investment
\nCompany Act of 1940, as amended.<\/p>\n

Wherever we indicate that our opinion with respect to the existence or
\nabsence of facts is “to our knowledge” or the like, our opinion is, with your
\npermission, based solely on certificates of the Borrower and the current
\nconscious awareness of facts or other information of the attorneys currently
\nwith our firm who have represented the Borrower or any Subsidiary in connection
\nwith the transactions contemplated by the Credit Agreement mean the conscious
\nawareness of facts or other information by the lawyers in this firm
\nparticipating in the preparation of this opinion and representing Borrower or
\nany Guarantor in the transactions contemplated hereby (Michael W. King, Esq. and
\nJonathan S. Sar, Esq.).<\/strong><\/p>\n

\n

Our opinion set forth in paragraph 4 above is limited by:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Applicable bankruptcy, receivership, reorganization, insolvency, moratorium,
\nfraudulent conveyance or transfer, and other laws and judicially developed
\ndoctrines relating to or affecting creditors’ rights and remedies generally;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

General principles of equity, regardless of whether such enforcement is
\nconsidered in a proceeding in equity or at law, and limitations on the
\navailability of specific performance, injunctive relief and other equitable
\nremedies;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The possibility that certain rights, remedies, waivers, and other provisions
\nof the Loan Documents may not be enforceable; nevertheless, such
\nunenforceability will not render any of the Loan Documents invalid as a whole or
\npreclude (i) judicial enforcement of the obligation of Borrower to repay the
\nprincipal, together with interest thereon (to the extent not deemed a penalty)
\nas provided in the Credit Agreement and\/or the Notes; or (ii) acceleration of
\nthe obligation of Borrower to repay such principal, together with such interest,
\nupon a material default in a material provision of the Loan Documents; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The requirement that the enforcing party act in a commercially reasonable
\nmanner and in good faith in exercising its rights under the Loan Documents.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

These opinions are given as of the date hereof, they are intended to apply
\nonly to those facts and circumstances that exist as of the date hereof, and we
\nassume no obligation or responsibility to update or supplement these opinions to
\nreflect any facts or circumstances that may hereafter come to our attention or
\nany changes in laws that may hereafter occur, or to inform the addressee of any
\nchange in circumstances occurring after the date hereof that would alter the
\nopinions rendered herein.<\/p>\n

This opinion is limited to the matters set forth herein, and no opinion may
\nbe inferred or implied beyond the matters expressly contained herein. Except as
\nexpressly set forth herein, this opinion is being provided solely for the
\npurpose of complying with the requirements of the Agent and the Lenders in
\nconnection with the Credit Agreement, and is being rendered solely for the
\nbenefit of the addressees hereof, their participants, assignees and transferees.
\nThis opinion may not be used or relied upon for any other purpose, relied upon
\nby any other party, or filed with or disclosed to any governmental authority
\nother than a court in connection with the enforcement or protection of the
\nrights or remedies of the Agent and\/or the Lenders under the Credit Agreement or
\nto a banking examiner or regulator in connection with an examination of the
\nAgent and\/or the Lenders by such governmental authority, without our prior
\nwritten consent.<\/p>\n

Very truly yours,<\/p>\n

\n

EXHIBIT 3.1(a)(viii)(B) <\/strong><\/p>\n

FORM OF OPINION OF IN-HOUSE COUNSEL OF THE <\/strong>\n<\/p>\n

BORROWER <\/strong><\/p>\n

[Date of Amendment Effective Date]<\/p>\n

The Lenders party to the Credit Agreement defined below and<\/p>\n

Wells Fargo Bank, National Association, as Agent for such Lenders<\/p>\n

1525 West W.T. Harris Blvd.<\/p>\n

Mail Code: D1109-019<\/p>\n

Charlotte, NC 28262<\/p>\n

Attention: Syndication Agency Services<\/p>\n\n\n\n
<\/td>\n\n

Re:<\/strong><\/p>\n<\/td>\n

\n

Alliant Energy Corporation <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Ladies and Gentlemen:<\/p>\n

This opinion is furnished to you pursuant to Section 3.l(a)(viii)(B) of the
\nThird Amended and Restated Five Year Credit Agreement, dated as of December __,
\n2011 (the “Credit Agreement<\/em><\/strong>“), among Alliant Energy
\nCorporation (the “Borrower<\/em><\/strong>“), the Banks parties
\nthereto and Wells Fargo Bank, National Association, as Administrative Agent,
\nSwingline Lender and as LC Issuing Bank. Terms defined in the Credit Agreement
\nand not otherwise defined herein are used herein as therein defined.<\/p>\n

I am Senior Attorney for the Borrower and have acted as such in connection
\nwith the preparation, execution and delivery of, and the closing on this date
\nof, the Credit Agreement and the other Loan Documents.<\/p>\n

In that capacity I have examined, or have arranged for the examination by an
\nattorney or attorneys under my general supervision of:<\/p>\n

(i) the Credit Agreement;<\/p>\n

(ii) the Notes delivered in connection with the closing of the Credit
\nAgreement;<\/p>\n

(iii) the Fee Letters;<\/p>\n

(iv) the Articles of Incorporation of the Borrower and all amendments thereto
\n(the “Borrower Charter<\/em><\/strong>“); and<\/p>\n

(v) the by-laws of the Borrower and all amendments thereto (the
\n“Borrower By-laws<\/em><\/strong>“).<\/p>\n

In addition, I, or an attorney or attorneys under my general supervision,
\nhave examined the originals, or copies certified to my or their satisfaction, of
\nsuch other corporate records of the Borrower, certificates of public officials
\nand of officers of the Borrower, and agreements, instruments and other
\ndocuments, as I or such attorneys have deemed necessary as a basis for the
\nopinions expressed below. As to questions of fact material to such opinions, I
\nor such attorneys have, when relevant facts were not independently established
\nby me or by them, relied upon certificates of the Borrower or its officers or of
\npublic officials.<\/p>\n

\n

I have assumed (i) the due execution and delivery, pursuant to due
\nauthorization, of the Credit Agreement by all parties to such document (other
\nthan the Borrower), (ii) the authenticity of all such documents submitted to me
\nas originals, (iii) the genuineness of all signatures (other than those of the
\nBorrower) and (iv) the conformity to the originals of all such documents
\nsubmitted to me as copies.<\/p>\n

I, or an attorney or attorneys under my general supervision, have made such
\nexamination of law as in my or their judgment is necessary or appropriate for
\npurposes of this opinion. I and such attorneys do not, however, purport to be
\nqualified to pass upon, and express no opinion as to, the laws of any
\njurisdiction other than the laws of the State of Wisconsin.<\/p>\n

Based upon and subject to the foregoing, I am of the opinion that:<\/p>\n

1. The Borrower is a corporation duly organized, validly existing and in good
\nstanding under the laws of the State of Wisconsin and is duly qualified to do
\nbusiness in, and is in good standing in, all other jurisdictions where the
\nnature of its business or the nature of the property owned or leased by it makes
\nsuch qualification necessary, except where the failure to so qualify would not
\nhave a material adverse affect on the business, financial condition, results of
\noperations or prospects of the Borrower and its Subsidiaries, taken as a whole.\n<\/p>\n

2. The execution, delivery and performance by the Borrower of the Credit
\nAgreement, the Notes and the Fee Letters are within the Borrower’s corporate
\npowers, have been duly authorized by all necessary corporate action, and do not
\ncontravene (a) the Borrower Charter or the Borrower By-laws; (b) any law, rule,
\nregulation, order or judgment applicable to the Borrower; (c) any contractual
\nrestriction arising under any agreement or instrument evidencing indebtedness
\ndescribed in Schedule III of the Credit Agreement; or (d) to my knowledge, any
\nother legal or contractual restriction binding on, or affecting the Borrower or
\nits properties; and such execution, delivery and performance do not result in or
\nrequire the creation or imposition of any Lien upon or with respect to any of
\nits properties under any agreement or instrument evidencing indebtedness
\ndescribed in Schedule III of the Credit Agreement or, to my knowledge, under any
\nother agreement or instrument. The Credit Agreement, the Notes and the Fee
\nLetters have been duly executed and delivered on behalf of the Borrower.<\/p>\n

3. No Governmental Approval is required in connection with the execution,
\ndelivery or performance by the Borrower of any Loan Document.<\/p>\n

4. There is no pending or, to my knowledge, threatened action or proceeding
\naffecting the Borrower or its properties before any court, governmental agency
\nor arbitrator, that could reasonably be expected, if adversely determined, to
\nmaterially and adversely affect the business, financial condition, operations,
\nresults of operations or prospects of the Borrower, or affect the legality,
\nvalidity or enforceability of the Credit Agreement or any other Loan Document.\n<\/p>\n

\n

I authorize Brownstein Hyatt Farber Schreck, LLP, special counsel to the
\nBorrower, to rely on this opinion respecting matters covered by or relating to
\nthe laws of the State of Wisconsin.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Jake C. Blavat<\/p>\n<\/td>\n<\/tr>\n

\n

Senior Attorney<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT 8.7 <\/strong><\/p>\n

FORM OF LENDER ASSIGNMENT <\/strong><\/p>\n

Dated ,<\/p>\n

Reference is made to the Third Amended and Restated Five Year Credit
\nAgreement, dated as of December __, 2011 (as amended, modified or supplemented
\nfrom time to time, the “Credit Agreement<\/em><\/strong>“, the terms
\ndefined therein being used herein as therein defined), among Alliant Energy
\nCorporation, a Wisconsin corporation (the
\n“Borrower<\/em><\/strong>“), the Lenders named therein and Wells Fargo
\nBank, National Association, as Administrative Agent, Swingline Lender and LC
\nIssuing Bank. Pursuant to the Credit Agreement, (the
\n“Assignor<\/em><\/strong>“) has committed to make Advances (the
\n“Advances<\/em><\/strong>“) to the Borrower, which Advances are
\nevidenced by one or more Notes (the “Notes<\/em><\/strong>“) issued by
\nthe Borrower to the Assignor.<\/p>\n

The Assignor and (the “Assignee<\/em><\/strong>“) agree as follows:\n<\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

The Assignor hereby sells and assigns to the Assignee, and the Assignee
\nhereby purchases and assumes from the Assignor, that interest in and to all of
\nthe Assignor’s rights and obligations under the Credit Agreement as of the
\nEffective Date (as defined below) which represents the percentage interest
\nspecified on Schedule 1 of all outstanding rights and obligations under the
\nCredit Agreement (the “Assigned Interest<\/em><\/strong>“), including,
\nwithout limitation, such interest in the Assignor’s Commitment, the Advances
\nowing to the Assignor, the Assignor’s participations in Letters of Credit and
\nany Swingline Advances, and the Note or Notes (if any) held by the Assignor.
\nAfter giving effect to such sale and assignment, the Assignee’s Commitment, the
\namount of the Advances owing to the Assignee, and the Assignee’s participations
\nin Letters of Credit and any Swingline Advances will be as set forth in Section
\n2 of Schedule 1. The effective date of this sale and assignment shall be the
\ndate specified on Schedule 1 hereto (the “Effective
\nDate<\/em><\/strong>“).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

On the Effective Date, the Assignee will pay to the Assignor, in same day
\nfunds, at such address and account as the Assignor shall advise the Assignee,
\n$ <\/u>, and the sale and assignment contemplated hereby shall thereupon
\nbecome effective. From and after the Effective Date, the Assignor agrees that
\nthe Assignee shall be entitled to all rights, powers and privileges of the
\nAssignor under the Credit Agreement and the Note or Notes (if any) to the extent
\nof the Assigned Interest, including without limitation (1) the right to receive
\nall payments in respect of the Assigned Interest for the period from and after
\nthe Effective Date, whether on account of principal, interest, fees, indemnities
\nin respect of claims arising after the Effective Date, increased costs,
\nadditional amounts or otherwise, (2) the right to vote and to instruct the Agent
\nunder the Credit Agreement according to its Percentage based on the Assigned
\nInterest, (3) the right to set-off and to appropriate and apply deposits of the
\nBorrower as set forth in the Credit Agreement and (4) the right to receive
\nnotices, requests,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

demands and other communications. The Assignor agrees that it will promptly
\nremit to the Assignee any amount received by it in respect of the Assigned
\nInterest (whether from the Borrower, the Agent or otherwise) in the same funds
\nin which such amount is received by the Assignor.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

The Assignor (i) represents and warrants that it is the legal and beneficial
\nowner of the interest being assigned by it hereunder and that such interest is
\nfree and clear of any adverse claim; (ii) makes no representation or warranty
\nand assumes no responsibility with respect to any statements, warranties or
\nrepresentations made in or in connection with the Credit Agreement or the
\nexecution, legality, validity, enforceability, genuineness, sufficiency or value
\nof the Credit Agreement or any other instrument or document furnished pursuant
\nthereto; (iii) makes no representation or warranty and assumes no responsibility
\nwith respect to the financial condition of the Borrower or the performance or
\nobservance by the Borrower of any of its obligations under the Credit Agreement
\nor any other instrument or document furnished pursuant thereto; and (iv)
\nattaches the Note or Notes (if any) referred to in paragraph 1 above and
\nrequests that the Agent exchange such Notes (if any) for new Notes payable to
\nthe order of the Assignee in an amount equal to the Commitment assumed by the
\nAssignee pursuant hereto or new Notes payable to the order of the Assignee in an
\namount equal to the Commitment assumed by the Assignee pursuant hereto and the
\nAssignor in an amount equal to the Commitment retained by the Assignor under the
\nCredit Agreement, respectively, as specified on Schedule 1 hereto. Except as
\nspecified in this Section 3, the assignment of the Assigned Interest shall be
\nwithout recourse to the Assignor.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

The Assignee (i) confirms that it has received a copy of the Credit Agreement
\nand such other documents and information as it has deemed appropriate to make
\nits own credit analysis and decision to enter into this Lender Assignment; (ii)
\nagrees that it will, independently and without reliance upon the Agent, the
\nAssignor or any other Lender and based on such documents and information as it
\nshall deem appropriate at the time, continue to make its own credit decisions in
\ntaking or not taking action under the Credit Agreement; (iii) confirms that it
\nis an Eligible Assignee; (iv) appoints and authorizes the Agent to take such
\naction as agent on its behalf and to exercise such powers under the Credit
\nAgreement as are delegated to the Agent by the terms thereof, together with such
\npowers as are reasonably incidental thereto; (v) agrees that it will perform in
\naccordance with their terms all of the obligations which by the terms of the
\nCredit Agreement are required to be performed by it as a Lender; [and] (vi)
\nspecifies as its Eurodollar Lending Office the office set forth beneath its name
\non the signature pages hereof [and (vii) attaches the forms prescribed by the
\nInternal Revenue Service of the United States certifying as to the Assignee’s
\nstatus for purposes of determining exemption from United States withholding
\ntaxes with respect to all payments to be made to the Assignee under the Credit
\nAgreement and the Notes or such other documents as are necessary to indicate
\nthat all such payments are subject to such rates at a rate reduced by an
\napplicable tax treaty].1<\/sup><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

1<\/sup><\/p>\n<\/td>\n

\n

If the Assignee is organized under the laws of a jurisdiction outside the
\nUnited States.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

\n

Following the execution of this Lender Assignment by the Assignor and the
\nAssignee, it will be delivered to the Agent for acceptance and recording by the
\nAgent. Upon such acceptance and recording by the Agent, as of the Effective
\nDate, (i) the Assignee shall be a party to the Credit Agreement and, to the
\nextent provided in this Lender Assignment, have the rights and obligations of a
\nLender thereunder and under the other Loan Documents and (ii) the Assignor
\nshall, to the extent provided in this Lender Assignment, relinquish its rights
\nand be released from its obligations under the Credit Agreement and the other
\nLoan Documents.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

6.<\/p>\n<\/td>\n

\n

Upon such acceptance and recording by the Agent, from and after the Effective
\nDate, the Agent shall make all payments under the Credit Agreement and the Notes
\nin respect of the interest assigned hereby (including, without limitation, all
\npayments of principal, interest and commitment fees with respect thereto) to the
\nAssignee. The Assignor and Assignee shall make all appropriate adjustments in
\npayments under the Credit Agreement and the Notes for periods prior to the
\nEffective Date directly between themselves.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

7.<\/p>\n<\/td>\n

\n

This Lender Assignment may be executed in any number of counterparts and by
\ndifferent parties in separate counterparts, each of which when so executed shall
\nbe deemed to be an original and all of which taken together shall constitute but
\none and the same instrument.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

8.<\/p>\n<\/td>\n

\n

This Lender Assignment shall be governed by, and construed in accordance
\nwith, the laws of the State of New York.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

IN WITNESS WHEREOF, the parties hereto have caused this Lender Assignment to
\nbe executed by their respective officers thereunto duly authorized, as of the
\ndate first above written, such execution being made on Schedule 1 hereto.<\/p>\n

\n

SCHEDULE 1 <\/strong><\/p>\n

to <\/strong><\/p>\n

LENDER ASSIGNMENT <\/strong><\/p>\n

Dated ,<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 1<\/u>.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage Interest:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 2<\/u>.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Assignee’s Commitment:<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Aggregate Outstanding Principal
\nAmount of Revolving Advances owing to the Assignee:<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Aggregate Amount of Participations
\nin Letters of Credit assigned to Assignee:<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Aggregate Amount of Participations
\nin Swingline Advances assigned to Assignee:<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

A Note payable to the order of the Assignee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: _________, ___<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Principal amount:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

A Note payable to the order of the Assignor<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: _________, ___<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Principal amount:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3<\/u>.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Effective Date: ______________, ____<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

[NAME OF ASSIGNOR]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

[NAME OF ASSIGNEE]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Domestic Lending Office (and<\/p>\n

address for notices):<\/p>\n<\/td>\n<\/tr>\n

\n

[Address]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Eurodollar Lending Office:<\/p>\n<\/td>\n<\/tr>\n

\n

[Address]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Accepted this day of , <\/strong><\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

WELLS FARGO BANK, NATIONAL ASSOCIATION<\/strong>,<\/p>\n

as Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ALLIANT ENERGY CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

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