364-DAY REVOLVING CREDIT AGREEMENT

EX-10.31 3 dex1031.htm 364-DAY REVOLVING CREDIT AGREEMENT 364-Day Revolving Credit Agreement

Exhibit 10.31

EXECUTION COPY

Unpublished CUSIP Number: 92825SAA6

364-DAY REVOLVING CREDIT AGREEMENT

DATED AS OF NOVEMBER 15, 2007

AMONG

VISA INTERNATIONAL SERVICE ASSOCIATION,

THE LENDERS,

BANK OF AMERICA, N.A.,

AS ADMINISTRATIVE AGENT,

JPMORGAN CHASE BANK, N.A.,

BARCLAYS BANK PLC,

AND

CITICORP USA, INC.,

AS CO-SYNDICATION AGENTS,

AND

THE BANK OF NOVA SCOTIA,

AS DOCUMENTATION AGENT

J.P. MORGAN SECURITIES INC.

AND

BANC OF AMERICA SECURITIES LLC,

AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS

TABLE OF CONTENTS


		Page
ARTICLE I - DEFINITIONS		1

1.1	Definitions	1

1.2	Other Interpretive Provisions	21

1.3	Accounting Terms	22

1.4	Rounding	22

1.5	Exchange Rates; Currency Equivalents	22

1.6	Change of Currency	23

ARTICLE II - THE CREDITS		23

2.1	Dollar Revolving Commitments	23

2.2	Multi-Currency Commitments	23

2.3	Term Loans	24

2.4	Swing Loans	24

2.5	Determination of Dollar Amounts; Required Payments	25

2.6	Repayment of Loans	26

2.7	Ratable Loans; Types of Advances	26

2.8	Method of Selecting Types and Interest Periods for New Advances	26

2.9	Method of Selecting Types and Interest Periods for New Swing Loans	27

2.10	Conversion and Continuation of Outstanding Advances	28

2.11	Fees and Reductions in Commitments	29

2.12	Minimum Amount of Each Revolving Advance	30

2.13	Method of Borrowing	30

2.14	Interest Rates, etc.	31

2.15	Rates Applicable After Default	32

2.16	Method of Payment	32

2.17	Optional Principal Payments	34

2.18	Noteless Agreement; Evidence of Indebtedness	34

2.19	Telephonic Notices	35

2.20	Interest Payment Dates; Interest and Fee Basis	35

2.21	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions	36

2.22	Lending Installations	36


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2.23	Non-Receipt of Funds by the Administrative Agent	36

2.24	Participations in Swing Loans	37

2.25	Market Disruption	39

2.26	Judgment Currency	39

2.27	Replacement of Lender	40

ARTICLE III - YIELD PROTECTION; TAXES		41

3.1	Yield Protection	41

3.2	Changes in Capital Adequacy Regulations	42

3.3	Availability of Advances	42

3.4	Funding Indemnification	42

3.5	Taxes	43

3.6	Lender Statements; Survival of Indemnity	45

ARTICLE IV - CONDITIONS PRECEDENT		45

4.1	Conditions to Closing Date	45

4.1A	Conditions to Assumption and Release	46

4.2	Each Advance	48

4.3	Conditions to the Term Loan	48

ARTICLE V - REPRESENTATIONS AND WARRANTIES		49

5.1	Existence and Standing	49

5.2	Authorization and Validity	49

5.3	No Conflict; Government Consent	49

5.4	Financial Statements	50

5.5	Material Adverse Change	50

5.6	Taxes	50

5.7	Litigation	50

5.8	Subsidiaries	50

5.9	Contingent Obligations	51

5.10	Accuracy of Information	51

5.11	Regulation U	51

5.12	Material Agreements	51

5.13	Compliance With Laws	51

5.14	Ownership of Properties	51

5.15	Plan Assets; Prohibited Transactions	51


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5.16	Environmental Matters	52

5.17	Investment Company Act	52

5.19	ERISA	52

ARTICLE VI - COVENANTS		52

6.1	Financial Reporting	52

6.2	Use of Proceeds	54

6.3	Notice of Default	54

6.4	Conduct of Business	54

6.5	Taxes	54

6.6	Insurance	55

6.7	Compliance with Laws	55

6.8	Maintenance of Properties	55

6.9	Inspection	55

6.10	Mergers, Etc.	55

6.11	Investments and Acquisitions	55

6.12	Liens	56

6.13	Affiliates	57

6.14	Contingent Obligations	57

6.15	Pari Passu Ranking	57

6.16	Books and Records	57

6.17	Financial Covenants	58

6.18	Restructuring Agreement	58

ARTICLE VII - EVENTS OF DEFAULT		58

ARTICLE VIII - ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES		60

8.1	Acceleration	60

8.2	Dollar Conversion and Assignment of Obligations	60

8.3	Amendments	61

8.4	Preservation of Rights	62

ARTICLE IX - GENERAL PROVISIONS		62

9.1	Survival of Representations	63

9.2	Governmental Regulation	63

9.3	Headings	63

9.4	Entire Agreement	63


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9.5	Several Obligations; Benefits of this Agreement	63

9.6	Expenses; Indemnification	63

9.7	Non-reliance	65

9.8	Severability of Provisions	65

9.9	Nonliability of Lenders	65

9.10	Confidentiality	66

9.11	No Advisory or Fiduciary Responsibility	66

9.12	Disclosure	67

9.13	Termination of Existing Agreement	67

ARTICLE X - THE ADMINISTRATIVE AGENT		67

10.1	Appointment and Authority	67

10.2	Rights as a Lender	67

10.3	Exculpatory Provisions	68

10.4	Reliance by Administrative Agent	68

10.5	Delegation of Duties	69

10.6	Resignation of Administrative Agent	69

10.7	Non-Reliance on Administrative Agent and Other Lenders	70

10.8	No Other Duties, Etc.	70

10.9	Administrative Agent May File Proofs of Claim	70

ARTICLE XI - SETOFF; RATABLE PAYMENTS		71

11.1	Setoff	71

11.2	Ratable Payments	71

ARTICLE XII - BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS		71

12.1	Successors and Assigns	71

12.2	Participations	72

12.3	Assignments	73

12.4	Tax Treatment	75

ARTICLE XIII - NOTICES		75

13.1	Notices	75

13.2	Change of Address	76

13.3	Reliance by Administrative Agent and Lenders	76

ARTICLE XIV - COUNTERPARTS		77

ARTICLE XV - CHOICE OF LAW; CONSENT TO JURISDICTION;		77


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15.1	CHOICE OF LAW	77

15.2	CONSENT TO JURISDICTION	77

15.3	WAIVER OF JURY TRIAL	77

15.4	USA PATRIOT Act Notice	78


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SCHEDULES

Schedule 1		Commitment Schedule
Schedule 2		Pricing Schedule
Schedule 3		Certain Lending Installation and Notice Addresses
Schedule 4A		Mandatory Cost Rate for Eurocurrency Loans and Sterling Swing Loans
Schedule 4B		Mandatory Cost Rate for Euro Swing Loans
Schedule 5		Processing and Recordation Fees
Schedule 5.7		Litigation
Schedule 5.8		Subsidiaries
Schedule 5.9		Contingent Obligations
Schedule 5.14		Liens
Schedule 6.11		Other Investments
Schedule 6.13		Permitted Affiliate Transactions

EXHIBITS

Exhibit A		Form of Opinion of Counsel for the Borrower
Exhibit B		Form of Compliance Certificate
Exhibit C		Form of Assignment and Assumption Agreement
Exhibit D		Form of Money Transfer Instructions
Exhibit E		Form of Note
Exhibit F		Form of Advance Borrowing Notice
Exhibit G		Form of Swing Loan Borrowing Notice
Exhibit H		Form of Continuation/Conversion Notice
Exhibit I		Form of Assumption and Release Agreement


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364-DAY REVOLVING CREDIT AGREEMENT

THIS 364-DAY REVOLVING CREDIT AGREEMENT dated as of November 15, 2007, is among Visa International Service Association, a Delaware corporation (“Visa International”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A., as Administrative Agent for the Lenders, JPMorgan Chase Bank, N.A., Barclays Bank Plc, and Citicorp USA, Inc., as Co-Syndication Agents, and The Bank of Nova Scotia, as Documentation Agent. The parties hereto agree as follows:

ARTICLE I — DEFINITIONS

1.1. Definitions. As used in this Agreement:

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Advance” means a Revolving Advance, and “Advances” means, collectively, the Revolving Advances.

“Advance Borrowing Notice” is defined in Section 2.8.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 20% or more of any class of voting securities (or other voting ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Agreed Currencies” means (a) Dollars, (b) so long as such currencies remain Eligible Currencies, Pounds Sterling, Euros and Yen, and (c) any other Eligible Currency which the Borrower requests the Administrative Agent to include as an Agreed Currency hereunder and which is acceptable to all of the Multi-Currency Revolving Lenders.

“Agreement” means this 364-day revolving credit agreement.


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“Agreement Accounting Principles” means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.

“Applicable Fee Rate” means, at any time, the percentage rate per annum at which facility fees and utilization fees are accruing on the Total Commitment and the Total Outstandings, as applicable, at such time as set forth in the Pricing Schedule attached hereto as Schedule 2.

“Applicable Margin” means, with respect to Eurocurrency Advances, Foreign Currency Swing Loans and Euro Swing Loans at any time, the percentage rate per annum which is applicable at such time as set forth in the Pricing Schedule attached hereto as Schedule 2.

“Applicable Put Tax Rate” means the Borrower’s reasonable estimate of the income tax rate applied to changes in the fair value of the Put Asset or Put Liability for purposes of calculating the after-tax impact on the Borrower’s Tangible Net Worth.

“Appropriate Foreign Currency” means (a) with respect to the Yen Swing Lender, Yen, and (b) with respect to the Sterling Swing Lender, Pounds Sterling.

“Appropriate Foreign Currency Swing Lender” means (a) with respect to Yen Swing Loans and any payments in respect thereof (including payments of interest thereon), the Yen Swing Lender, and (b) with respect to Sterling Swing Loans and any payments in respect thereof (including payments of interest thereon), the Sterling Swing Lender.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means J.P. Morgan Securities Inc. and Banc of America Securities LLC, in their capacity as joint lead arrangers and joint book runners.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.3.1(c)), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.

“Assumption and Release” means the assumption by Visa Inc. of the obligations and liabilities of Visa International as the Borrower under this Agreement and the other Loan Documents and the release of Visa International from such obligations and liabilities, in each case pursuant to the Assumption and Release Agreement.

“Assumption and Release Agreement” means the Assumption and Release Agreement substantially in the form of Exhibit I.


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“Authorized Officer” means the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary or any Assistant Secretary of the Borrower, acting singly.

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Advance” means a Revolving Advance which, except as otherwise provided in Section 2.15, bears interest at the Base Rate.

“Base Rate Loan” means a Loan which, except as otherwise provided in Section 2.15, bears interest at the Base Rate.

“Borrower” means (a) until the Assumption and Release, Visa International, and (b) from and after the Assumption and Release, Visa Inc.

“Borrower Materials” is defined in Section 6.1.

“Borrowing Date” means a date on which an Advance, a Foreign Currency Swing Loan, a Euro Swing Loan or a U.S. Swing Loan is made hereunder.

“Business Day” means with respect to any borrowing, payment or rate selection of (a) Eurocurrency Advances (other than Eurocurrency Advances denominated in Euros), a day (other than a Saturday or Sunday) on which banks generally are open in New York and London (and, in the case of any borrowing, payment or rate selection of Eurocurrency Advances denominated in Yen, Tokyo) for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars and other Agreed Currencies are carried on in the London interbank market (and, in the case of a Eurocurrency Advance denominated in Euros, a TARGET Day), (b) Sterling Swing Loans, a day (other than a Saturday or Sunday) on which banks in London are open for business and dealings are carried on in the London interbank market, (c) Euro Swing Loans, a day (other than a Saturday or Sunday) that is a TARGET Day and a day on which banks in London are open for business and dealings are carried on in the London interbank market, (d) Yen Swing Loans, a day (other than a Saturday or Sunday) on which banks in Tokyo are open for business and dealings are carried on in the Tokyo interbank market and (e) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.


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“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Cash Equivalent Investments” means (a) short-term obligations of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof, (b) commercial paper rated A-1 or better by S&P or P-1 or better by Moody’s, (c) demand deposit accounts maintained in the ordinary course of business, (d) certificates of deposit issued by and time and other deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of U.S.$300,000,000, (e) repurchase obligations with a term of not more than one year for underlying securities of the types described in clause (a) above entered into with any bank or primary government securities dealer as noted by the Federal Reserve Bank of New York meeting the qualifications specified in clause (d) above and (f) money market funds that invest primarily, and which are restricted by their respective charters to invest primarily, in investments of the type described in the immediately preceding clauses (a), (b), (d) and (e) above; provided in each case that the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest.

“Change of Control” means an event or series of events occurring after the Assumption and Release by which any person or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) (a) shall acquire “beneficial ownership” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of 35% or more of any outstanding class of capital stock having ordinary voting power in the election of directors of the Borrower or (b) shall obtain the power (whether or not exercised) to elect a majority of the Borrower’s directors.

“Class” means, with respect to any Advance, its nature as a Dollar Revolving Advance or a Multi-Currency Revolving Advance.

“Closing Date” means the date on which the conditions precedent set forth in Section 4.1 shall be satisfied.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means a Dollar Revolving Commitment, a Multi-Currency Revolving Commitment, a Foreign Currency Swing Commitment, a Euro Swing Commitment or a U.S. Swing Commitment.

“Confidential Information” means any information with respect to the Borrower or any of its Subsidiaries (or Excluded Subsidiaries) or Affiliates furnished to the Administrative Agent or any Arranger or Lender pursuant to or in connection with any of the Loan Documents; provided that Confidential Information does not include information which (a) is or becomes generally available to the public, other than as a result of a disclosure or a failure to maintain


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confidentiality by the Administrative Agent or any Arranger or Lender, or any of their respective Related Parties, in breach of Section 9.10, (b) was known to the Administrative Agent or any Arranger or Lender to be on a non-confidential basis prior to its disclosure to such party by the Borrower or any of its Related Parties or (c) is disclosed to the Administrative Agent or any Arranger or Lender on a non-confidential basis by a Person, other than the Borrower or any of its Subsidiaries (or Excluded Subsidiaries), Affiliates or Related Parties, who is not known by the Administrative Agent or any Arranger or Lender, after reasonable inquiry, to be bound by a confidentiality agreement with the Borrower or otherwise prohibited from transmitting such information to the Administrative Agent or any Arranger or Lender.

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses or contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take or pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership; provided that the term “Contingent Obligation” shall not include (x) obligations under customary indemnification arrangements provided to directors, officers, employees or agents of such Person in the ordinary course of business; (y) customary indemnification obligations arising in connection with the sale or other disposition of property or (z) obligations arising under product warranties extended in the ordinary course of business.

“Controlled Group” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Conversion/Continuation Notice” is defined in Section 2.10.

“Conversion Date” is defined in Section 8.2(a).

“Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans or participations in Swing Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Dollar Amount” of any currency at any date shall mean (a) the amount of such currency if such currency is Dollars or (b) the Equivalent Amount.


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“Dollar Pro Rata Share” means:

(a) with respect to an amount of credit to be extended or purchased or an amount to be otherwise paid by any Dollar Revolving Lender hereunder at any time on or prior to the earlier of the Revolving Termination Date or the Conversion Date, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Dollar Revolving Commitment of such Dollar Revolving Lender at such time and the denominator of which is the amount of the Dollar Total Commitment at such time; and

(b) with respect to an amount to be paid to or for the account of any Dollar Revolving Lender at any time prior to the Conversion Date, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the sum of the amount of the Total Outstandings owed to such Dollar Revolving Lender at such time and the denominator of which is the amount of the Total Outstandings owed to all Dollar Revolving Lenders at such time.

“Dollar Revolving Advance” means a borrowing hereunder (a) made available by the Dollar Revolving Lenders on the same Borrowing Date (or converted to Term Loans on the Revolving Termination Date) or (b) converted or continued by the Dollar Revolving Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Dollar Revolving Loans or portions of Term Loans of the same Type and, in the case of Eurocurrency Loans, for the same Interest Period.

“Dollar Revolving Commitment” means, with respect to any Dollar Revolving Lender at any time, the obligation of such Dollar Revolving Lender to make Dollar Revolving Loans not exceeding the amount set forth on Schedule 1 or as set forth in any Assignment and Assumption relating to any assignment that has become effective pursuant to Section 12.3.1, as such amount may be modified from time to time pursuant to the terms hereof.

“Dollar Revolving Lender” mean each lending institution listed on Schedule 1 as a Dollar Revolving Lender and its successors and assigns.

“Dollar Revolving Loan” means, with respect to a Dollar Revolving Lender, any loan made by such Dollar Revolving Lender pursuant to Article II (or any conversion or continuation thereof), other than a Dollar Revolving Loan which has been converted to a Term Loan.

“Dollar Total Commitment” means the aggregate amount of the Dollar Revolving Commitments of all Dollar Revolving Lenders, as reduced from time to time pursuant to the terms hereof.

“Dollars” and “U.S.$” shall mean the lawful currency of the United States of America.

“Eligible Affiliate or Approved Fund” means an Affiliate of a Lender or an Approved Fund that is regularly engaged in the business of making loans of the type evidenced by this Agreement and either (a) that has a rating of its senior unsecured long-term debt securities of A- or better by S&P or A3 or better by Moody’s or (b) has been approved by the Administrative Agent, each Swing Lender and the Borrower (as may be required under Section 12.3.1(c)) as an


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Eligible Affiliate or Approved Fund, which approval shall be promptly given by the applicable Person unless such Person reasonably believes that such Affiliate or Approved Fund does not have the assets or liquidity or access to the assets or liquidity to honor its Commitment to make Loans and its other obligations hereunder when required to do so.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent and the Swing Lenders, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries; and provided further, however, that an Eligible Assignee shall include only a Revolving Lender, an Affiliate of such a Lender or another Person, which, through its Lending Installations, is capable of lending the applicable Agreed Currencies to the Borrower without the imposition of any Taxes or Other Taxes, as the case may be.

“Eligible Currency” means any currency other than Dollars (a) that is readily available, (b) that is freely traded, (c) in which deposits are customarily offered to banks in the London interbank market, (d) which is convertible into Dollars in the international interbank market and (e) as to which an Equivalent Amount may be readily calculated. If, after the designation by the Multi-Currency Revolving Lenders of any currency as an Agreed Currency, (x) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (y) such currency is, in the determination of the Administrative Agent, no longer readily available or freely traded or (z) in the determination of the Administrative Agent, an Equivalent Amount of such currency is not readily calculable, the Administrative Agent shall promptly notify the Multi-Currency Revolving Lenders and the Borrower, and such currency shall no longer be an Agreed Currency until such time as all Multi-Currency Revolving Lenders agree to reinstate such currency as an Agreed Currency and promptly, but in any event within five Business Days of receipt of such notice from the Administrative Agent, the Borrower shall repay all Loans in such affected currency or convert such Loans into Loans in Dollars or another Agreed Currency, subject to the other terms set forth in Article II.

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measure of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land or (d) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.


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“Equivalent Amount” with respect to any amount denominated in any Agreed Currency (other than Dollars), the equivalent amount thereof in Dollars as determined by the Administrative Agent or an applicable Swing Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Agreed Currency.

“ERISA” means the Employee Retirement Income Security Act of 1974, and any rule or regulation issued thereunder.

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the Borrower’s Controlled Group.

“ERISA Event” means (a) any Plan shall be completely and not partially terminated within the meaning of Title IV of ERISA, (b) any action shall be taken pursuant to Section 4041(b) or (c) of ERISA with respect to any Plan, (c) a trustee shall be appointed by the appropriate United States District Court to administer any Plan, (d) the PBGC shall institute proceedings to terminate any Plan or to appoint a trustee to administer any such Plan, or (e) the Borrower or any ERISA Affiliate shall have been notified that it has incurred Withdrawal Liability (as defined in Part I of Subtitle E of Title IV of ERISA).

“Euro” and the sign “€” mean the lawful currency of Participating Member States introduced in accordance the EMU Legislation.

“Euro Swing Commitment” means the lesser of the Multi-Currency Total Commitment and U.S.$150,000,000. The Euro Swing Commitment is a subset of the Multi-Currency Total Commitment and does not increase the total amount available to be borrowed hereunder.

“Euro Swing Lender” means Bank of America, N.A. or such other Lender which may succeed to its rights and obligations as Euro Swing Lender pursuant to the terms of this Agreement.

“Euro Swing Lending Office” means, with respect to the Euro Swing Lender, the office of the Euro Swing Lender specified on Schedule 3 hereto or such other office of the Euro Swing Lender as the Euro Swing Lender may specify from time to time in writing to the Borrower and the Administrative Agent.

“Euro Swing Loan” means a loan denominated in Euros made by the Euro Swing Lender to the Borrower pursuant to Article II.

“Euro Swing Rate” means, with respect to each Euro Swing Loan, the rate per annum (rounded upward to the nearest 1/16 of 1%) at which deposits in Euros are offered by Euro Swing Lender to prime banks in the London interbank market, at or about the later of 11:00 a.m. (London time) or such time as the applicable Swing Loan Borrowing Notice is received on the Business Day of the applicable Euro Swing Loan for the relevant period of such Euro Swing Loan, plus (a) applicable reserve costs and (b) the applicable Mandatory Cost Rate for such Euro Swing Loan; provided that, if such rate per annum is unavailable or cannot be determined by Euro Swing Lender, “Euro Swing Rate” means, with respect to each Euro Swing Loan, the cost of funds to the Euro Swing Lender’s London branch with respect to such Euro Swing Loan on such Business Day, expressed as a rate of interest per annum, plus (c) applicable reserve costs and (d) the applicable Mandatory Cost Rate for such Euro Swing Loan.


		8		364-Day Revolving Credit Agreement

“Eurocurrency Advance” means an Advance which, except as otherwise provided in Section 2.15, bears interest at the applicable Eurocurrency Rate.

“Eurocurrency Base Rate” means for any Interest Period with respect to a Eurocurrency Advance denominated in Pounds Sterling, Dollars, Yen, Euros, or any other Agreed Currency, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time), two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Base Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Eurocurrency Loan” means a Revolving Loan, or a portion of a Term Loan which, except as otherwise provided in Section 2.15, bears interest at the applicable Eurocurrency Rate.

“Eurocurrency Rate” means, with respect to a Eurocurrency Advance for the relevant Interest Period, the sum of the (a) the Applicable Margin plus (b) a rate per annum determined by the Administrative Agent pursuant to the following formula:


		Eurocurrency Rate =		Eurocurrency Base Rate
		Eurocurrency Rate =		1.00 – Eurocurrency Reserve Percentage

“Eurocurrency Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurocurrency Rate for each outstanding Eurocurrency Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

“Event of Default” means an event described in Article VII.

“Excluded Subsidiary” means, from and after the Assumption and Release, a subsidiary of the Borrower designated as an Excluded Subsidiary in a written notice from the Borrower to


		9		364-Day Revolving Credit Agreement

the Administrative Agent; provided that (a) no such designation may be made if a Default or Event of Default exists or would exist immediately before and after giving effect to such designation, (b) no Excluded Subsidiary may be a Material Subsidiary and (c) Excluded Subsidiaries, in the aggregate (as if considered a single entity), may not be a Material Subsidiary (except that for this purpose, the “10 percent” appearing in the definition of “significant subsidiary” in Regulation S-X under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, shall be deemed to read “20 percent”). Prior to the Assumption and Release, there shall be no Excluded Subsidiaries.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (a) the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized or (b) the jurisdiction in which the Administrative Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located.

“Exhibit” refers to an exhibit to this Agreement, unless another document is specifically referenced.

“Existing Agreement” means the 364-Day Revolving Credit Agreement dated as of November 20, 2006, as amended, among the Borrower, various financial institutions, Bank of America, as administrative agent, and JPMorgan Chase Bank, as syndication agent.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letters” means (a) the confidential letter agreement dated October 8, 2007, among the Borrower, Bank of America, JPMorgan Chase Bank, and the Arrangers and (b) the confidential letter agreement dated October 8, 2007, between the Borrower and Bank of America.

“Final Termination Date” means the first anniversary of the Revolving Termination Date.

“Foreign Currency” means Yen or Pounds Sterling.

“Foreign Currency Swing Commitment” means, with respect to the Yen Swing Lender, the lesser of the Multi-Currency Total Commitment and U.S.$150,000,000 and, with respect to the Sterling Swing Lender, the lesser of the Multi-Currency Total Commitment and U.S.$200,000,000. The Foreign Currency Swing Commitments are subsets of the Multi-Currency Total Commitment and do not increase the total amount available to be borrowed hereunder.


		10		364-Day Revolving Credit Agreement

“Foreign Currency Swing Lender” means the Yen Swing Lender or the Sterling Swing Lender.

“Foreign Currency Swing Loan” means a Yen Swing Loan or a Sterling Swing Loan.

“FRB” means the Board of Governors of the Federal Reserve System of the United States, and any Governmental Authority succeeding to its principal functions.

“Fund” means any Person (other than a natural person) that is (or will be) regularly engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Indebtedness” of a Person means such Person’s (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes, acceptances, or other instruments, (e) obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, (f) Capitalized Lease Obligations and (g) any other obligation for borrowed money or other financial accommodation which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person.

“Interest Period” means, with respect to a Eurocurrency Advance, a period of seven or fourteen days or one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the seventh or fourteenth day after such date, as applicable, or the day which corresponds numerically to such date one, two, three or six months thereafter; provided that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day; provided that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day. Notwithstanding the foregoing, the Borrower may not select (a) any Interest Period for a Revolving Loan that extends beyond the scheduled Revolving Termination Date or (b) any Interest Period for a Term Loan that extends beyond the Final Termination Date.


		11		364-Day Revolving Credit Agreement

“Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificate of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.

“JPMorgan Chase Bank” means JPMorgan Chase Bank, N.A. and its successors.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lenders” means the Revolving Lenders and the Swing Lenders and their respective successors and assigns.

“Lending Installation” means (a) with respect to the Administrative Agent, for each of the Agreed Currencies, the address, office, branch, affiliate or correspondent bank of the Administrative Agent specified for such currency on Schedule 3 hereto or such other office, branch, affiliate or correspondent bank of the Administrative Agent as it may from time to time specify to the Borrower and each Revolving Lender for such Agreed Currency, (b) with respect to a Revolving Lender, the office, branch, subsidiary or affiliate of such Revolving Lender with respect to each Agreed Currency listed on the administrative information sheets provided to the Administrative Agent in connection herewith or otherwise selected by such Revolving Lender pursuant to Section 2.22, (c) with respect to any U.S. Swing Lender, the office, branch, subsidiary or affiliate of such listed on Schedule 3 or otherwise selected by such U.S. Swing Lender pursuant to Section 2.22, (d) with respect to the Sterling Swing Lender, the Sterling Swing Lending Office, (e) with respect to the Yen Swing Lender, the Yen Swing Lending Office and (f) with respect to the Euro Swing Lender, the Euro Swing Lending Office.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan Documents” means this Agreement, the Assumption and Release Agreement, each Note and the Fee Letters.

“Loans” means Revolving Loans, Foreign Currency Swing Loans, Euro Swing Loans, U.S. Swing Loans and, in the case of the conversion of Revolving Loans into Term Loans, Term Loans; and “Loan” means any of the foregoing.


		12		364-Day Revolving Credit Agreement

“Mandatory Cost Rate” means (a) for any Loan denominated in Pounds Sterling or Euros (other than Euro Swing Loans) the rate per annum calculated in accordance with Schedule 4A and (b) for any Euro Swing Loan the rate per annum calculated in accordance with Schedule 4B.

“Material Adverse Effect” means a material adverse effect on (a) the business, Property, condition (financial or otherwise), results of operations or performance of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its obligations under the Loan Documents or (c) the validity or enforceability of any material provision of any Loan Document or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder in each case in a manner materially prejudicial to the interests of the Administrative Agent or the Lenders hereunder or thereunder.

“Material Subsidiary” means a “significant subsidiary”, as defined in Regulation S-X under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

“Maturity Date” means, with respect to any Foreign Currency Swing Loan, Euro Swing Loan or U.S. Swing Loan, the earlier of (a) the fourth Business Day after the making of such Loan and (b) the Revolving Termination Date.

“Minimum Tranche” means in respect of Revolving Loans or portions of Term Loans comprising the same Revolving Advance or to be converted or continued under Section 2.10, (a) in the case of amounts denominated in Dollars, U.S.$5,000,000 or a higher integral multiple of U.S.$1,000,000, (b) in the case of amounts denominated in Pounds Sterling, £5,000,000 or a higher integral multiple of £1,000,000, (c) in the case of amounts denominated in Yen, ¥2,000,000 or a higher integral multiple of ¥1,000,000, (d) in the case of amounts denominated in Euros, €5,000,000 or a higher integral multiple of €1,000,000, or (e) in the case of amounts denominated in any other Agreed Currency, 5,000,000 units or a higher integral multiple of 1,000,000 units of the applicable Agreed Currency.

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

“Moody’s Rating” has the meaning set forth in the Pricing Schedule.

“Multi-Currency Pro Rata Share” means:

(a) with respect to an amount of credit to be extended or purchased or an amount to be otherwise paid by any Multi-Currency Revolving Lender hereunder (including purchases of participations in Swing Loans) at any time on or prior to the earlier of the Revolving Termination Date or the Conversion Date (or, in the case of purchases of participations in Swing Loans, at any time; provided that to the extent such purchases of participations occur after the termination of the Multi-Currency Revolving Commitments, the Multi-Currency Revolving Commitments shall be deemed to be the Multi-Currency Revolving Commitments in existence immediately prior to the termination of the Multi-Currency Revolving Commitments), a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Multi-Currency Revolving Commitment of such Multi-Currency Revolving Lender at such time and the denominator of which is the amount of the Multi-Currency Total Commitment at such time; and


		13		364-Day Revolving Credit Agreement

(b) with respect to an amount to be paid to or for the account of any Multi-Currency Revolving Lender at any time prior to the Conversion Date, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Total Outstandings owed (including by way of funded participation) to such Multi-Currency Revolving Lender at such time and the denominator of which is the amount of the Total Outstandings owed (including by way of funded participation) to all Multi-Currency Revolving Lenders at such time.

“Multi-Currency Revolving Advance” means a borrowing hereunder (a) made available by the Multi-Currency Revolving Lenders on the same Borrowing Date (or converted to Term Loans on the Revolving Termination Date) or (b) converted or continued by the Multi-Currency Revolving Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Multi-Currency Revolving Loans or portions of Term Loans of the same Type and, in the case of Eurocurrency Loans, in the same Agreed Currency and for the same Interest Period.

“Multi-Currency Revolving Commitment” means, with respect to any Multi-Currency Revolving Lender at any time, the obligation of such Multi-Currency Revolving Lender to make Multi-Currency Revolving Loans and participate in Swing Loans not exceeding the amount set forth on Schedule 1 or as set forth in any Assignment and Assumption relating to any assignment that has become effective pursuant to Section 12.3.1, as such amount may be modified from time to time pursuant to the terms hereof.

“Multi-Currency Revolving Lenders” mean each lending institution listed on Schedule 1 as a Multi-Currency Revolving Lender (other than, in their respective capacities as such, each U.S. Swing Lender, the Sterling Swing Lender, the Yen Swing Lender and the Euro Swing Lender) and its successors and assigns.

“Multi-Currency Revolving Loan” means, with respect to a Multi-Currency Revolving Lender, any Loan made by such Multi-Currency Revolving Lender pursuant to Article II (or any conversion or continuation thereof), other than a Multi-Currency Revolving Loan which has been converted to a Term Loan.

“Multi-Currency Total Commitment” means the aggregate amount of the Multi-Currency Revolving Commitments of all Multi-Currency Revolving Lenders, as reduced from time to time pursuant to the terms hereof.

“National Currency Unit” means the unit of currency (other than a Euro unit) of each member state of the European Union that participates in the third stage of the Economic and Monetary Union.

“Net Intangibles” mean all (A) intangibles, including without limitation goodwill, in each case calculated in accordance with Agreement Accounting Principles; provided that, for purposes of calculating Net Intangibles, the Borrower shall be entitled to deduct (i) the deferred tax liability associated with any intangibles generated from the Visa Inc. Merger and from permitted


		14		364-Day Revolving Credit Agreement

acquisitions made by the Borrower and its Subsidiaries and Excluded Subsidiaries and (ii) the Put Liability and the T&TLA Liability as of the date of the opening balance sheet of Visa Inc. to the extent that the corresponding debit entries on such opening balance sheet were to intangible assets plus (B) the VDB Markup.

“Non-U.S. Lender” is defined in Section 3.5(d).

“Note” is defined in Section 2.18(d).

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Administrative Agent or any indemnified party arising under the Loan Documents.

“Other Indebtedness” means unsecured Indebtedness incurred in the ordinary course of business for borrowed money, in accordance with Agreed Accounting Principles, which matures more than one year from the date created, excluding the Indebtedness incurred under this Agreement, and from and after the Assumption and Release, excluding any obligations of the Borrower to redeem shares of its capital stock pursuant to the Restructuring Agreement and/or its certificate of incorporation and if the credit entry corresponding to the asset amount of the Escrow Fund (as defined in the Restructuring Agreement) on the Borrower’s balance sheet is a liability, such liability.

“Other Taxes” is defined in Section 3.5(b).

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Agreed Currency (other than Dollars), the rate of interest per annum at which overnight deposits in the applicable Agreed Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent or the applicable Lender in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Participant” is defined in Section 12.2.1.

“Participating Member State” means each state so described in any EMU Legislation.

“Payment Date” means the last day of each March, June, September and December.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.


		15		364-Day Revolving Credit Agreement

“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.

“Pounds Sterling” and the sign “£” mean the lawful currency of the United Kingdom of Great Britain.

“Pricing Schedule” means Schedule 2 attached hereto.

“Property” of a Person means any and all property, whether real, personal, tangible intangible or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Pro Rata Share” means:

(a) with respect to a determination of the Revolving Loan Voting Percentage of any Revolving Lender at any time on or prior to the earlier of the Revolving Termination Date or the Conversion Date, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Revolving Lender at such time and the denominator of which is the amount of the Total Commitment at such time; and

(b) with respect to an amount to be purchased or otherwise paid by any Revolving Lender hereunder (other than purchases of participations in Swing Loans) after the earlier of the Revolving Termination Date or the Conversion Date, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Total Outstandings owed (including by way of funded participation) to such Revolving Lender at such time, and the denominator of which is the amount of the Total Outstandings owed (including by way of funded participation) to all Revolving Lenders at such time; and

(c) with respect to an amount to be paid to or for the account of any Revolving Lender at any time on or after the Conversion Date, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Total Outstandings owed (including by way of funded participation) to such Revolving Lender at such time, and the denominator of which is the amount of the Total Outstandings owed (including by way of funded participation) to all Revolving Lenders at such time.

“Public Lender” is defined in Section 6.1.

“Put Asset” means, as of a particular date, the valuation of the Visa Europe Put-Call Agreement on Visa Inc.’s balance sheet when the fair value of the Visa Europe Put-Call Agreement is an asset, as described in reference Item V and Note 3 to the pro forma Visa Inc. balance sheet contained in Amendment No. 5 to the Form S-4 Registration Statement of Visa Inc.

“Put Liability” means, as of a particular date, the valuation of the Visa Europe Put-Call Agreement on Visa Inc.’s balance sheet when the fair value of the Visa Europe Put-Call Agreement is a liability, as described in reference Item V and Note 3 to the pro forma Visa Inc. balance sheet contained in Amendment No. 5 to the Form S-4 Registration Statement of Visa Inc.


		16		364-Day Revolving Credit Agreement

“Put MTM Adjustment” means the product of (A) the value of one minus the Applicable Put Tax Rate and (B) either (1) if on any date of determination the fair value of the Visa Europe Put-Call Agreement is a Put Liability, an amount equal to the Put Liability as of such date of determination minus the Put Liability as of the date of the opening balance sheet of Visa Inc., which difference may be positive or negative, or (2) if on the date of determination the fair value of the Visa Europe Put-Call Agreement is a Put Asset, an amount equal to the sum of the Put Asset as of such date of determination plus the Put Liability as of the date of the opening balance sheet of Visa Inc., which sum shall be deemed to be a negative number.

“Recoverable Loss” is defined in Section 5.5.

“Regulation D” means Regulation D of the FRB as from time to time in effect and any successor thereto or other regulation or official interpretation of said FRB relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the FRB as from time to time in effect and any successor or other regulation or official interpretation of said FRB relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors (including, without limitation, financial advisors, counsel and accountants) of such Person and of such Person’s Affiliates.

“Required Lenders” means Revolving Lenders whose Revolving Loan Voting Percentages aggregate more than 51%.

“Restructuring” means the consummation of all of the transactions and the entry into all of the agreements contemplated by or referenced in the Restructuring Agreement.

“Restructuring Agreement” means that certain Amended and Restated Global Restructuring Agreement dated as of August 24, 2007, among Visa International, Visa Inc., and certain other Persons, as modified or amended as permitted hereby.

“Revaluation Date” is defined in Section 2.5.

“Revolving Advances” mean, collectively, the Dollar Revolving Advances and the Multi-Currency Revolving Advances.

“Revolving Commitments” mean, collectively, the Dollar Revolving Commitments and the Multi-Currency Revolving Commitments.

“Revolving Lender” means each Dollar Revolving Lender and each Multi-Currency Revolving Lender and their respective successors and assigns.


		17		364-Day Revolving Credit Agreement

“Revolving Loan” means, with respect to a Revolving Lender, any Loan made by such Revolving Lender pursuant to Article II (or any conversion or continuation thereof), other than a Revolving Loan which has been converted to a Term Loan.

“Revolving Loan Voting Percentage” means, as to any Revolving Lender, (a) at any time on or prior to the earlier of the Revolving Termination Date or the Conversion Date, such Revolving Lender’s Pro Rata Share and (b) at any time after the earlier of the Revolving Termination Date or the Conversion Date, the percentage (carried out to the ninth decimal place) which (i) the Total Outstandings owed to such Revolving Lender bears to (ii) the Total Outstandings; provided that any Defaulting Lender’s Revolving Loan Voting Percentage shall be deemed to be –0-, and the respective Pro Rata Shares and Revolving Loan Voting Percentages of the other Revolving Lenders shall be recomputed for purposes of this definition and the definition of “Required Lenders” without regard to such Defaulting Lender’s Commitment or the Total Outstandings owed to such Defaulting Lender.

“Revolving Termination Date” means 364 days from the date of this Agreement, or, if such day is not a Business Day, the next preceding Business Day or any earlier date on which the Total Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Agreed Currency (other than Dollars), same day or other funds as may be determined by the Administrative Agent or an applicable Swing Lender to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Agreed Currency.

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

“S&P Rating” has the meaning set forth in the Pricing Schedule.

“Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Shareholders’ Equity” means the sum of common stock capital, additional paid in capital, accumulated net income, and the Put MTM Adjustment, and, if the credit entry corresponding to the asset amount of the Escrow Fund on the Borrower’s balance sheet is to an equity account, Shareholders’ Equity shall exclude such amount to the extent that it is included in any of the components of Shareholders’ Equity listed in this definition.

“Spot Rate” for Dollars means the rate determined by the Administrative Agent or an applicable Swing Lender to be the spot rate for the purchase by the Administrative Agent or such Swing Lender of such Dollars with another Agreed Currency through its principal foreign exchange trading office at approximately 11:00 a.m. (New York time) on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the


		18		364-Day Revolving Credit Agreement

Administrative Agent or such Swing Lender may obtain such spot rate from another financial institution if the Administrative Agent or such Swing Lender does not have as of the date of determination a spot buying rate for Dollars.

“Sterling Swing Lender” means JPMorgan Chase Bank, or such other Lender which may succeed to its rights and obligations as Sterling Swing Lender pursuant to the terms of this Agreement.

“Sterling Swing Lending Office” means, with respect to the Sterling Swing Lender, the office of the Sterling Swing Lender specified on Schedule 3 hereto or such other office of the Sterling Swing Lender as the Sterling Swing Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

“Sterling Swing Loan” means a Loan denominated in Pounds Sterling made by the Sterling Swing Lender to the Borrower pursuant to Article II.

“Sterling Swing Rate” means, with respect to each Sterling Swing Loan, the rate per annum equal to the rate on overnight Pounds Sterling loans in the London interbank market as such rates are published by Reuters or, if such rate is not available, the overnight offer rate in effect as quoted by the Sterling Swing Lender at its principal office in London, in each case plus (a) applicable reserve costs and (b) the applicable Mandatory Cost Rate for such Sterling Swing Loan.

“Subsequent Participant” means a member state of the European Union that does not have the Euro as its lawful currency as of the date of this Agreement.

“Subsidiary” of a Person means (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled; provided that an Excluded Subsidiary shall not be deemed to be a Subsidiary for purposes of this Agreement and the other Loan Documents. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.

“Swing Funding Notice” means a written notice from a Swing Lender informing the Administrative Agent that an Event of Default has occurred and is continuing and directing the Administrative Agent to notify all Revolving Lenders to fund their participations in such Swing Lender’s Swing Loans as provided in Section 2.24.

“Swing Lender” means any Foreign Currency Swing Lender, the Euro Swing Lender or a U.S. Swing Lender.

“Swing Loan” means a Foreign Currency Swing Loan, a Euro Swing Loan or a U.S. Swing Loan.

“Swing Loan Borrowing Notice” is defined in Section 2.9.


		19		364-Day Revolving Credit Agreement

“T&TLA Liability” means the carrying value of the liability related to the trademark and technology license agreement as described in item S of the pro forma Visa Inc. balance sheet contained in Amendment No. 5 to the Form S-4 Registration Statement of Visa Inc.

“Tangible Net Worth” means the Borrower’s Shareholder Equity, on a consolidated basis, minus Net Intangibles.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

“Term Loan” is defined in Section 2.3.

“Term Loan Option Fees” means the fees set forth in Sections 2.11.3(a) and (b).

“Total Commitment” means the aggregate amount of the Revolving Commitments of all Revolving Lenders, as reduced from time to time pursuant to the terms hereof. The initial Total Commitment is U.S.$2,250,000,000.

“Total Outstandings” means at any time the aggregate principal Dollar Amount of all Loans.

“Transferee” is defined in Section 12.4.

“Type” means, with respect to any Revolving Advance, its nature as a Base Rate Advance or a Eurocurrency Advance.

“Unfunded Liabilities” means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using actuarial assumptions selected by the Borrower for financial statement reporting purposes.

“U.S. Swing Commitment” means an amount equal to the Multi-Currency Total Commitment. The U.S. Swing Commitment is a subset of the Multi-Currency Total Commitment and does not increase the total amount available to be borrowed hereunder.

“U.S. Swing Lender” means each of Bank of America and JPMorgan Chase Bank or such other Lender or Lenders that may succeed to their respective rights and obligations as a U.S. Swing Lender pursuant to the terms of this Agreement.

“U.S. Swing Loan” means a Loan made by each U.S. Swing Lender pursuant to Article II.


		20		364-Day Revolving Credit Agreement

“Utilization” means, at any time, the percentage obtained by dividing the Total Outstandings by the amount of the Total Commitment.

“VDB Markup” means the book value of the Borrower’s investment in Companhia Brasileira de Meios Pagamento (d/b/a VisaNet do Brasil) less the cost of the Borrower’s investment in such entity.

“Visa Europe Put-Call Agreement” has the meaning specified in the Restructuring Agreement.

“Visa Inc.” means Visa Inc., a Delaware corporation, and its permitted successors and assigns.

“Visa Inc. Merger” means the completion of the transactions described in Article II of the Restructuring Agreement.

“Visa International” means Visa International Service Association, a Delaware corporation, and its permitted successors and assigns (other than Visa Inc.).

“Yen” and the sign “¥” mean lawful currency of Japan.

“Yen Swing Lender” means JPMorgan Chase Bank, N.A., Tokyo Branch, or such other Lender which may succeed to its rights and obligations as Yen Swing Lender pursuant to the terms of this Agreement.

“Yen Swing Lending Office” means, with respect to the Yen Swing Lender, the office of the Yen Swing Lender specified opposite its name on Schedule 3 hereto or such other office of the Yen Swing Lender as the Yen Swing Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

“Yen Swing Loan” means an loan denominated in Yen by the Yen Swing Lender to the Borrower pursuant to Article II.

“Yen Swing Rate” means, with respect to each Yen Swing Loan, a fluctuating rate per annum equal at all times to the Yen Swing Lender’s publicly announced “same day Yen rate”.

1.2 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including articles of incorporation and bylaws) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or


		21		364-Day Revolving Credit Agreement

modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

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

1.3 Accounting Terms.

1.3.1 Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Agreement Accounting Principles applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein.

1.3.2 Changes in Agreement Accounting Principles. If at any time any change in Agreement Accounting Principles would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in Agreement Accounting Principles (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with Agreement Accounting Principles prior to such change therein and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in Agreement Accounting Principles.

1.4 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.5 Exchange Rates; Currency Equivalents. The Administrative Agent or a Swing Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Equivalent Amounts of Loans and Total Outstandings denominated in Agreed


		22		364-Day Revolving Credit Agreement

Currencies (other than Dollars). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Equivalent Amount as so determined by the Administrative Agent or such Swing Lender, as applicable.

1.6 Change of Currency. (a) Each obligation of the Borrower to make a payment denominated in the National Currency Unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Multi-Currency Revolving Advance in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Multi-Currency Revolving Advance, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any country and any relevant market conventions or practices relating to the change in currency.

ARTICLE II — THE CREDITS

2.1 Dollar Revolving Commitments. From and including the Closing Date and prior to the Revolving Termination Date, each Dollar Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Dollar Revolving Loans in Dollars (but not in any other Agreed Currency) to the Borrower from time to time in an amount not to exceed in the aggregate at any one time outstanding the Dollar Amount of its Dollar Revolving Commitment; provided (a) the outstanding Dollar Revolving Loans shall not at any time exceed the Dollar Total Commitment and (b) the aggregate amount of all Dollar Revolving Loans of any Dollar Revolving Lender shall not exceed such Dollar Revolving Lender’s Dollar Revolving Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Revolving Termination Date. The Dollar Revolving Commitments shall expire on the Revolving Termination Date.

2.2 Multi-Currency Commitments. From and including the Closing Date and prior to the Revolving Termination Date, each Multi-Currency Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Multi-Currency Revolving Loans to the Borrower in Agreed Currencies from time to time in an amount not to exceed in the aggregate at any one time outstanding the Dollar Amount of its Multi-Currency Revolving Commitment; provided that (a) all Base Rate Loans shall be made in Dollars, (b) the outstanding Multi-Currency Revolving Loans and Swing Loans shall not at any time exceed the Multi-


		23		364-Day Revolving Credit Agreement

Currency Total Commitment and (c) the aggregate Dollar Amount of all Revolving Loans of any Multi-Currency Revolving Lender plus the Dollar Amount of such Multi-Currency Revolving Lender’s participation in all Swing Loans shall not exceed the Dollar Amount of such Multi-Currency Revolving Lender’s Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Revolving Termination Date. The Multi-Currency Revolving Commitments shall expire on the Revolving Termination Date.

2.3 Term Loans. Each Revolving Lender agrees that, subject to the conditions set forth in Sections 4.2 and 4.3, all outstanding Revolving Loans of such Revolving Lender will automatically convert to a term loan (each a “Term Loan”) on the scheduled Revolving Termination Date.

2.4 Swing Loans.

2.4.1 U.S. Swing Loans. From and including the Closing Date, and prior to the Revolving Termination Date, each U.S. Swing Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the agreement of the other Multi-Currency Revolving Lenders set forth in Section 2.24, to make U.S. Swing Loans to the Borrower in Dollars from time to time in an aggregate principal amount not to exceed the U.S. Swing Commitment; provided that (a) each U.S. Swing Lender shall be obligated to make U.S. Swing Loans in an aggregate amount equal to 50% of the U.S. Swing Commitment, (b) each U.S. Swing Lender shall make 50% of each U.S. Swing Loan, (c) the aggregate amount of the outstanding Multi-Currency Revolving Loans and Swing Loans shall not at any time exceed the Multi-Currency Total Commitment and (d) during any period of ten consecutive Business Days, there must be at least one day on which no U.S. Swing Loans are outstanding. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow U.S. Swing Loans at any time prior to the Revolving Termination Date. The U.S. Swing Commitment shall expire on the Revolving Termination Date. Any U.S. Swing Loans shall be deemed to be usage of the Multi-Currency Revolving Commitments and not the Dollar Revolving Commitments.

2.4.2 Foreign Currency Swing Loans. From and including the Closing Date, and prior to the Revolving Termination Date, each Foreign Currency Swing Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the agreement of the other Multi-Currency Revolving Lenders set forth in Section 2.24, to make Foreign Currency Swing Loans to the Borrower in the Appropriate Foreign Currency from time to time on any Business Day in an amount not to exceed in the aggregate at any one time outstanding the Dollar Amount of the Foreign Currency Swing Commitment; provided that (a) the aggregate amount of the outstanding Multi-Currency Revolving Loans and Swing Loans shall not at any time exceed the Multi-Currency Total Commitment and (b) during any period of ten consecutive Business Days, there must be at least one day on which there are no Yen Swing Loans outstanding and one day on which there are no Sterling Swing Loans outstanding. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Foreign Currency Swing Loans at any time prior to the Revolving Termination Date. The Foreign Currency Swing Commitments shall expire on the Revolving Termination Date.


		24		364-Day Revolving Credit Agreement

2.4.3 Euro Swing Loans. From and including the Closing Date, and prior to the Revolving Termination Date, the Euro Swing Lender agrees, on the terms and conditions set forth in this Agreement and in reliance upon the agreement of the other Multi-Currency Revolving Lenders set forth in Section 2.24, to make Euro Swing Loans to the Borrower in Euros from time to time on any Business Day in an amount not to exceed in the aggregate at any one time outstanding the Dollar Amount of the Euro Swing Commitment; provided that (a) the aggregate amount of the outstanding Multi-Currency Revolving Loans and Swing Loans shall not at any time exceed the Multi-Currency Total Commitment and (b) during any period of ten consecutive Business Days, there must be a least one day on which there are no Euro Swing Loans outstanding. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Euro Swing Loans at any time prior to the Revolving Termination Date. The Euro Swing Commitment shall expire on the Revolving Termination Date.

2.4.4 Restrictions on Outstanding Loans. Notwithstanding anything contained in this Agreement that may be to the contrary, no Swing Loan may be outstanding immediately after the borrowing of a Multi-Currency Revolving Loan and the application of the proceeds thereof.

2.5 Determination of Dollar Amounts; Required Payments. (a) The Administrative Agent will determine the Dollar Amount of:

(i) each Eurocurrency Advance as of the date two Business Days prior to the Borrowing Date or, if applicable, date of conversion/continuation of such Eurocurrency Advance; and

(ii) all outstanding Multi-Currency Revolving Advances on and as of the last Business Day of each calendar quarter, and on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders.

(b) The Euro Swing Lender will determine the Equivalent Amount of each Euro Swing Loan on the Borrowing Date of such Euro Swing Loan. The Euro Swing Lender shall notify the Administrative Agent of the Equivalent Amount of each Euro Swing Loan on the Borrowing Date of such Euro Swing Loan.

(c) The applicable Foreign Currency Swing Lender will determine the Equivalent Amount of each Foreign Currency Swing Loan on the Borrowing Date of such Foreign Currency Swing Loan. The applicable Foreign Currency Lender shall notify the Administrative Agent of the Equivalent Amount of each Foreign Currency Swing Loan on the Borrowing Date of such Foreign Currency Swing Loan.

(d) The Administrative Agent, upon request from any Swing Lender, shall provide such Swing Lender with the current Equivalent Amount of all outstanding Multi-Currency Revolving Advances and all Swing Loans and the then current Commitments of any other Swing Lender. Each day upon or as of which the Administrative Agent, or the applicable Swing Lender, as the case may be, determines Dollar Amounts as described in the preceding clauses (a), (b) or (c) or


		25		364-Day Revolving Credit Agreement

this clause (d) is herein described as a “Revaluation Date” with respect to each Revolving Advance, each Foreign Currency Swing Loan and each Euro Swing Loan for which a Dollar Amount is determined on or as of such day. If at any time the Dollar Amount of the Total Outstandings, the outstanding Dollar Revolving Loans, the outstanding Multi-Currency Revolving Loans or the applicable outstanding Swing Loans (calculated, with respect to those outstanding Multi-Currency Revolving Advances denominated in Agreed Currencies other than Dollars, outstanding Foreign Currency Swing Loans and outstanding Euro Swing Loans, as of the most recent Revaluation Date therefor) exceeds the Dollar Amount of the Total Commitment, the Dollar Total Commitment, the Multi-Currency Total Commitment or the applicable Commitment for such Swing Loans, as the case may be, the Borrower shall, within two Business Days, repay the applicable Revolving Advances or outstanding Swing Loans in an aggregate principal amount sufficient to eliminate such excess.

2.6 Repayment of Loans.

(a) Each Foreign Currency Swing Loan shall be paid in full by the Borrower on the applicable Maturity Date.

(b) Each Euro Swing Loan shall be paid in full by the Borrower on the applicable Maturity Date.

(d) Unless the Revolving Loans are converted to Term Loans on the Revolving Termination Date, all outstanding Revolving Loans and all other unpaid Obligations shall be paid in full by the Borrower on the Revolving Termination Date.

(e) If the Revolving Loans are converted to Term Loans on the Revolving Termination Date, the Term Loans and all other unpaid Obligations shall be paid in full by the Borrower on the Final Termination Date.

2.7 Ratable Loans; Types of Advances. Each Dollar Revolving Advance hereunder shall consist of Dollar Revolving Loans or portions of Term Loans made from the Dollar Revolving Lenders ratably in accordance with their respective Dollar Pro Rata Shares. Each Multi-Currency Revolving Advance hereunder shall consist of Multi-Currency Revolving Loans or portions of Term Loans made from the Multi-Currency Revolving Lenders ratably in accordance with their respective Multi-Currency Pro Rata Shares. Any Advance may be Base Rate Advances or Eurocurrency Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9.

2.8 Method of Selecting Types and Interest Periods for New Advances. The Borrower shall select the Class and Type of Advance and, in the case of each Eurocurrency Advance, the Interest Period and Agreed Currency (provided that for Dollar Revolving Advances, such Agreed Currency may only be Dollars) to the extent applicable thereto from time to time. The Borrower shall give the Administrative Agent irrevocable notice in substantially the form of Exhibit G (an “Advance Borrowing Notice”) not later than noon (New York time) on the Borrowing Date of each Base Rate Advance, not later than 3:00 p.m. (New York time) at least


		26		364-Day Revolving Credit Agreement

three Business Days before the Borrowing Date for each Eurocurrency Advance denominated in Dollars and not later than 3:00 p.m. (New York time) at least four Business Days before the Borrowing Date for each Eurocurrency Advance to be made by a Multi-Currency Lender denominated in an Agreed Currency other than Dollars, specifying:

(a) the Borrowing Date, which shall be a Business Day, of such Advance,

(b) the aggregate amount of such Advance,

(d) the Type of Advance selected and

(e) in the case of each Eurocurrency Advance, the Interest Period and Agreed Currency applicable thereto.

2.9 Method of Selecting Types and Interest Periods for New Swing Loans.

(a) Subject to Section 2.4.2, each Foreign Currency Swing Loan shall be made upon delivery of irrevocable notice in substantially the form of Exhibit H (the “Swing Loan Borrowing Notice”) from the Borrower to (i) in the case of a Sterling Swing Loan, the Sterling Swing Lender not later than 3:30 p.m. (London time) on the requested Borrowing Date or (ii) in the case of a Yen Swing Loan, the Yen Swing Lender not later than 10:00 a.m. (Tokyo, Japan time) on the requested Borrowing Date. Each such notice shall specify:

(i)

the Borrowing Date, which shall be a Business Day, of such Foreign Currency Swing Loan,

(ii)

the Appropriate Foreign Currency and

(iii)

the aggregate amount of such Foreign Currency Swing Loan, which shall be a principal Equivalent Amount of at least U.S.$1,000,000 and an integral multiple of 1,000,000 units of the Appropriate Foreign Currency.

(b) Subject to Section 2.4.3, each Euro Swing Loan shall be made upon delivery of a Swing Loan Borrowing Notice from the Borrower to the Euro Swing Lender and the Administrative Agent not later than 2:30 p.m. (London time) on the Borrowing Date of such Euro Swing Loan, specifying:

(i) the applicable Borrowing Date (which date shall be a Business Day) and

(ii) the aggregate amount of the requested Euro Swing Loan, which shall be a principal Equivalent Amount of at least U.S.$1,000,000 and an integral multiple of 1,000,000 units of Euros or such lesser amount as agreed to by the Euro Swing Lender.

(c) Subject to Section 2.4.1, each U.S. Swing Loan shall be made upon delivery of a Swing Loan Borrowing Notice from the Borrower to the Administrative Agent and each U.S. Swing Lender not later than 4:00 p.m. (New York time) on the Borrowing Date of such U.S. Swing Loan, specifying:

(i) the applicable Borrowing Date (which date shall be a Business Day) and


		27		364-Day Revolving Credit Agreement

(ii) the aggregate amount of the requested U.S. Swing Loan, which shall be the amount of U.S.$1,000,000 or an integral multiple thereof.

2.10 Conversion and Continuation of Outstanding Advances. (a) Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Advances pursuant to this Section 2.10 or are repaid in accordance with Section 2.6. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time:

(i)

each such Eurocurrency Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Advance is or was repaid in accordance with Section 2.13 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance either continue as a Eurocurrency Advance in Dollars for the same or another Interest Period or be converted into a Base Rate Advance; and

(ii)

each such Eurocurrency Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Advance in the same Agreed Currency with an Interest Period of one month unless (x) such Eurocurrency Advance is or was repaid in accordance with Section 2.13 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance on the same Agreed Currency for the same or another Interest Period.

(b) Subject to the terms of Section 3.4, the Borrower may elect from time to time to convert all or any part of an Advance denominated in Dollars from one Type into the other Type (but not from one Class into the other Class); provided that any conversion of any Eurocurrency Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. The Borrower shall give the Administrative Agent irrevocable notice in substantially the form of Exhibit I (a “Conversion/Continuation Notice”) of each conversion of an Advance or continuation of a Eurocurrency Advance not later than noon (New York time) on the Business Day of the requested conversion or continuation, in the case of a conversion into a Base Rate Advance, not later than 3:00 p.m. (New York time) at least three Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in Dollars, or not later than 3:00 p.m. (New York time) at least four Business Days prior to the date of the requested continuation, in the case of a continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, specifying:

(i)

the requested date, which shall be a Business Day, of such conversion or continuation,


		28		364-Day Revolving Credit Agreement

(ii)

the Class of the Loan to be converted or continued and

(iii)

to the extent applicable, the Agreed Currency, amount and Type(s) of the Multi-Currency Revolving Advance(s) into which such Multi-Currency Revolving Advance is to be converted or continued and, in the case of a conversion into or continuation of a Eurocurrency Advance, the duration of the Interest Period applicable thereto.

2.11 Fees and Reductions in Commitments.

2.11.1 Facility Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee on the aggregate amount of such Revolving Lender’s Commitment (whether used or unused) from the date hereof until the Revolving Termination Date (and thereafter, if applicable, on the unpaid principal amount of such Revolving Lender’s Loans) at a rate per annum equal to the Applicable Fee Rate, payable on each Payment Date, on the Revolving Termination Date, on the Final Termination Date, if applicable, and, if at any time the Revolving Loans become due and payable, thereafter on demand.

2.11.2 Utilization Fees. (a) If, prior to the earlier of the Revolving Termination Date and the Conversion Date, the Utilization on any day is greater than 50%, the Borrower agrees to pay to the Administrative Agent for the account of each applicable Lender a utilization fee on the aggregate amount of such Lender’s outstanding Revolving Loans and Swing Loans (to the extent such Lender is a Swing Lender or has funded its participation obligation in such Swing Loans) on such day at a rate per annum equal to the Applicable Fee Rate. Such utilization fee shall be due and payable on each Payment Date in arrears, and on the earlier of the Revolving Termination Date or the Conversion Date.

(b) From and after the earlier of the Revolving Termination Date and the Conversion Date, the Borrower agrees to pay to the Administrative Agent for the account of each applicable Revolving Lender a utilization fee on the amount of such Revolving Lender’s outstanding Loans (including for this purpose such Revolving Lender’s funded participations in outstanding Loans) on each day at a rate per annum equal to the Applicable Fee Rate. Such utilization fee shall be due and payable on each Payment Date in arrears, and on the date the Total Outstandings have been paid in full and, if any Event of Default has occurred and is continuing, on demand.

2.11.3 Term Loan Option Fees. (a) The Borrower agrees to pay on the Revolving Termination Date to the Administrative Agent for the account of each Multi-Currency Revolving Lender, in accordance with such Revolving Lender’s Multi-Currency Pro Rata Share of the Total Outstandings owed to the Multi-Currency Revolving Lenders and converted to Term Loans, a term loan option fee in the amount equal to 0.15% of the Total Outstandings owed to the Multi-Currency Revolving Lenders and converted to Term Loans.


		29		364-Day Revolving Credit Agreement

(b) The Borrower agrees to pay on the Revolving Termination Date to the Administrative Agent for the account of each Dollar Revolving Lender, in accordance with such Revolving Lender’s Dollar Pro Rata Share of the Total Outstandings owed to the Dollar Revolving Lenders and converted to Term Loans, a term loan option fee in the amount equal to 0.15% of the Total Outstandings owed to the Dollar Revolving Lenders and converted to Term Loans.

2.11.4 Other Fees. The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.11.5 Commitment Reductions. The Borrower may permanently reduce the Total Commitment in whole, or in part ratably among the Revolving Lenders in integral multiples of U.S.$5,000,000, upon at least three Business Days’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Total Commitment may not be reduced below the aggregate principal Dollar Amount of the Total Outstandings. All accrued facility and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Revolving Loans and Swing Loans hereunder. For purposes of calculating the facility and utilization fees hereunder, the principal amount of each Multi-Currency Revolving Advance made in an Agreed Currency other than Dollars, each Foreign Currency Swing Loan and each Euro Swing Loan shall be at any time the Equivalent Amount of such Multi-Currency Revolving Advance, such Foreign Currency Swing Loan or such Euro Swing Loan as determined on the most recent Revaluation Date with respect to such Multi-Currency Revolving Advance, such Foreign Currency Swing Loan or such Euro Swing Loan.

2.12 Minimum Amount of Each Revolving Advance. Each Advance shall be in an amount equal to the Minimum Tranche; provided that any Base Rate Advance may be in the amount of the unused Multi-Currency Total Commitment or the unused Dollar Total Commitment, as applicable.

2.13 Method of Borrowing. (a) On each Borrowing Date for Revolving Loans, each applicable Lender shall make available its Loan (i) if such Loan is denominated in Dollars, not later than 1:00 p.m. (New York time) in federal or other funds immediately available to the Administrative Agent, in New York at its address specified in or pursuant to Article XIII and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the city of the Administrative Agent’s Lending Installation for such currency, in such funds as may then be customary for the settlement of international transactions in such currency in the city of and at the address of the Administrative Agent’s Lending Installation for such currency. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the applicable Lenders available to the Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing provisions of this Section 2.13, to the extent that a Revolving Loan made by a Revolving Lender matures on the Borrowing Date of a requested Revolving Loan in the same currency, such Revolving Lender shall apply the proceeds of the Revolving Loan it is then making to the repayment of principal of the maturing Revolving Loan.


		30		364-Day Revolving Credit Agreement

(b) The Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment the appropriate Foreign Currency Swing Lender may assume in the absence of prior written notice from the Borrower, the Administrative Agent or the Required Lenders to the contrary), make same day funds available to the Borrower in the Appropriate Foreign Currency in the amount requested by the Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation.

(c) The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the Borrower, the Administrative Agent or the Required Lenders to the contrary), make same day funds available to the Borrower in Euros in the amount requested by the Borrower at the Euro Swing Lender’s Lending Installation.

(d) Each U.S. Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the Borrower, the Administrative Agent or the Required Lenders to the contrary), make 50% of any requested U.S. Swing Loan available on the requested Borrowing Date, in funds immediately available in New York, to the Administrative Agent at its Lending Installation. The Administrative Agent will promptly make the funds so received from each U.S. Swing Lender available to the Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address.

2.14 Interest Rates, etc. (a) Each Base Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Base Rate Advance is made or is converted from a Eurocurrency Advance into a Base Rate Advance pursuant to Section 2.10 to but not including the date it becomes due or is converted into a Eurocurrency Advance pursuant to Section 2.10, at a rate per annum equal to the Base Rate for such day. Each U.S. Swing Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the day such U.S. Swing Loan is made to but not including the date it is paid, at a rate per annum equal to the Base Rate for such day. Changes in the rate of interest on that portion of any Revolving Advance maintained as a Base Rate Advance will take effect simultaneously with each change in the Base Rate.

(b) Each Eurocurrency Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to but not including the last day of such Interest Period at the Eurocurrency Rate determined by the Administrative Agent as applicable to such Eurocurrency Advance based upon the Borrower’s selections under Sections 2.8 and 2.10 and otherwise in accordance with the terms hereof plus, in the case of Multi-Currency Revolving Loans denominated in Pounds Sterling or Euros, the applicable Mandatory Cost Rate.

(c) Each Sterling Swing Loan shall bear interest at a rate per annum equal to the sum of (x) the Sterling Swing Rate for such Sterling Swing Loan plus (y) the Applicable Margin in effect from time to time.


		31		364-Day Revolving Credit Agreement

(d) Each Yen Swing Loan shall bear interest at a rate per annum equal to the sum of (x) the Yen Swing Rate for such Yen Swing Loan plus (y) the Applicable Margin in effect from time to time.

(e) Each Euro Swing Loan shall bear interest at a rate per annum equal to the sum of (x) the Euro Swing Rate for such Euro Swing Loan plus (y) the Applicable Margin in effect from time to time.

2.15 Rates Applicable After Default. Notwithstanding anything to the contrary contained in this Article II, during the continuance of an Event of Default, the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.3 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be converted into or continued as a Eurocurrency Advance. During the continuance of an Event of Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.3 requiring unanimous consent of the Lenders to changes in interest rates), declare that (a) each Eurocurrency Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum, (b) each Base Rate Advance and each U.S. Swing Loan shall bear interest at a rate per annum equal to the Base Rate in effect from time to time plus 2% per annum, (c) each Foreign Currency Swing Loan shall bear interest at a rate per annum equal to the rate otherwise applicable thereto from time to time plus 2% per annum and (d) each Euro Swing Loan shall bear interest at a rate per annum equal to the rate otherwise applicable thereto from time to time plus 2% per annum; provided that, during the continuance of an Event of Default under Section 7.5, the interest rates set forth in clauses (a), (b), (c) and (d) above shall be applicable to all Advances and Swing Loans without any election or action on the part of the Administrative Agent or any Lender.

2.16 Method of Payment.

(a) Each Revolving Advance shall be repaid and each payment of interest thereon shall be paid in the currency in which such Revolving Advance was made. All such payments to be made in Dollars and all other payments in respect of the Obligations (other than payments in respect of Foreign Currency Swing Loans and Euro Swing Loans) shall be made, without condition or deduction for any counterclaim, defense, recoupment or setoff, in immediately available funds to the Administrative Agent at (except as set forth in the next sentence) the Administrative Agent’s Lending Installation, by noon (local time at the place of payment) on the date due and shall be applied ratably by the Administrative Agent among the Revolving Lenders according to their respective Dollar Pro Rata Shares or Multi-Currency Pro Rata Shares (based on the Class of the Advance to which such payment is to be applied, as designated by the Borrower pursuant Section 2.16(c)). All such payments to be made in any currency other than Dollars (other than payments in respect of Foreign Currency Swing Loans and Euro Swing Loans) shall be made, without condition or deduction for any counterclaim, defense, recoupment or setoff, in such currency by noon (local time at the place of payment) on the date due in such funds as may then be customary for the settlement of international transactions in such currency for the account of the Administrative Agent, at its Lending Installation for such currency, and shall be applied ratably by the Administrative Agent among the Multi-Currency Revolving


		32		364-Day Revolving Credit Agreement

Lenders according to their respective Multi-Currency Pro Rata Shares. Each payment delivered to the Administrative Agent for the account of any Revolving Lender shall be delivered promptly by the Administrative Agent to the applicable Lender in the same type of funds that the Administrative Agent received at such Lender’s address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender.

(b) [Intentionally Omitted].

(c) If there is more than one Class of Loans outstanding at such time, concurrently with each payment made under this Section 2.16 and each prepayment made under Section 2.17, the Borrower shall designate to the Administrative Agent the Class of Advance or Swing Loan to which such payment or prepayment should be applied.

(d) Each Foreign Currency Swing Loan shall be repaid and each payment of interest thereon shall be paid in the Appropriate Foreign Currency to the Sterling Swing Lending Office or the Yen Swing Lending Office, as appropriate. All such payments shall be made by noon (local time at the place of payment), without condition or deduction for any counterclaim, defense, recoupment or setoff, on or before the Maturity Date in such funds as may then be customary for the settlement of international transactions in the Appropriate Foreign Currency for the account of the Sterling Swing Lending Office or the Yen Swing Lending Office, as appropriate.

(e) Each Euro Swing Loan shall be repaid and each payment of interest thereon shall be paid in Euros to the Euro Swing Lending Office. All such payments shall be made by noon (London time), without condition or deduction for any counterclaim, defense, recoupment or setoff, on or before the Maturity Date in such funds as may then be customary for the settlement of international transactions in Euros for the account of the Euro Swing Lending Office.

(f) Each U.S. Swing Loan shall be repaid and each payment of interest thereon shall be paid in Dollars to the Lending Installation of each U.S. Swing Lender. All such payments shall be made by noon (New York time), without condition or deduction for any counterclaim, defense, recoupment or setoff, on or before the Maturity Date for the account of each U.S. Swing Lending Office. Each U.S. Swing Loan shall be repaid in equal shares to each U.S. Swing Lender.

(g) Notwithstanding the foregoing provisions of this Section 2.16 or any other provision of this Agreement, on and after the Conversion Date, all payments of the Obligations received pursuant to this Section 2.16 or otherwise by the Administrative Agent shall be applied ratably by the Administrative Agent among the Lenders according to each Lender’s pro rata share (determined as of the time that the applicable payment is received by the Administrative Agent based on the percentage that the aggregate principal amount of the Obligations owed (including by way of funded participations) to such Lender is of the aggregate principal amount of the Obligations (including by way of funded participations) owed to all the Lenders).

(h) Notwithstanding the foregoing provisions of this Section, if, after the making of any Multi-Currency Revolving Advance in any currency other than Dollars, any Foreign


		33		364-Day Revolving Credit Agreement

Currency Swing Loan or any Euro Swing Loan, currency control or exchange regulations are imposed in the country which issues the applicable currency with the result that the type of currency in which such Multi-Currency Revolving Advance, such Foreign Currency Swing Loan or such Euro Swing Loan was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the imposition of any such currency control or exchange regulations. For purposes of this Section 2.16, the commencement of the third stage of the European Economic and Monetary Union shall not constitute the imposition of currency control or exchange regulations.

(i) The obligations of the Lenders hereunder to make Advances, to fund participations in Swing Loans pursuant to Section 2.24, and to make payments pursuant to Section 9.6(c) are several and not joint. The failure of any Lender to make any Advance required to be funded by it hereunder, to fund any such participation or to make any payment under Section 9.6(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Advance, to purchase its participation or to make its payment under Section 9.6(c).

2.17 Optional Principal Payments. The Borrower may from time to time pay, without penalty or premium, all outstanding Base Rate Advances or, in an amount equal to the Minimum Tranche, any portion of the outstanding Base Rate Advances upon one Business Day’s prior notice to the Administrative Agent. Any optional payment of U.S. Swing Loans shall be made in equal shares to each U.S. Swing Lender. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurocurrency Advances or, in an amount equal to the Minimum Tranche, any portion of the outstanding Eurocurrency Advances upon three Business Days’ prior notice to the Administrative Agent. The Borrower may from time to time pay, without premium or penalty, all outstanding Yen Swing Loans or Sterling Swing Loans or, in an amount equal to a principal Equivalent Amount of at least U.S.$5,000,000 and an integral multiple of 1,000,000 units of the Appropriate Foreign Currency, any portion of an outstanding Foreign Currency Swing Loan upon notice to the Appropriate Foreign Currency Swing Lender not later than 10:00 a.m. (local time at the place of payment) on the date of such prepayment. The Borrower may from time to time pay, without premium or penalty, all outstanding Euro Swing Loans or, in an amount equal to a principal Equivalent Amount of at least U.S.$5,000,000 and an integral multiple of 1,000,000 Euros, any portion of an outstanding Euro Swing Loan upon notice to the Euro Swing Lender not later than 10:00 a.m. (London time) on the date of such prepayment.

2.18 Noteless Agreement; Evidence of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the Class of each Loan and the amounts of principal and interest payable and paid to such Lender from time to time hereunder.


		34		364-Day Revolving Credit Agreement

(b) The Administrative Agent shall maintain accounts in which it will record (i) the amount and Class of each Revolving Loan made hereunder, the Agreed Currency and Type thereof and the Interest Period with respect thereto, (ii) the amount of each Foreign Currency Swing Loan made hereunder and the Appropriate Foreign Currency with respect thereto, (iii) the amount of each Euro Swing Loan made hereunder, (iv) the amount of each U.S. Swing Loan made hereunder, (v) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (vi) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c) Absent manifest error, the entries in the accounts maintained pursuant to clauses (a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms. In the event of any conflict between the accounts maintained by the Administrative Agent and the accounts of any Lender, the accounts of the Administrative Agent shall control in the absence of manifest error.

(d) Any Revolving Lender may request that its Loans be evidenced by a promissory note substantially in the form of Exhibit E (a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Revolving Lender such Note payable to the order of such Revolving Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Revolving Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (a) and (b) above.

2.19 Telephonic Notices. The Borrower hereby authorizes the Lenders and the Administrative Agent to convert or continue Advances, effect selections of Agreed Currencies and Types and Classes of Advances and transfer funds (as previously authorized in writing by the Borrower) based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Conversion/Continuation Notices to be given telephonically by an Authorized Officer or his or her designee; provided that such Authorized Officer shall have given the Administrative Agent written notice of such delegation. The Borrower agrees to deliver promptly to the Administrative Agent or the applicable Lender a written confirmation (signed by an Authorized Officer) of each telephonic notice, if such confirmation is requested by the Administrative Agent or such Lender. If the written confirmation differs in any material respect from the action taken by the Administrative Agent or the applicable Lender in accordance with the telephonic notice of the Borrower, the records of the Administrative Agent or such Lender shall govern absent manifest error.

2.20 Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Base Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which such Base Rate Advance is prepaid, whether


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due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Base Rate Advance converted into a Eurocurrency Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurocurrency Advance shall be payable on the last day of its applicable Interest Period, on any date on which such Eurocurrency Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurocurrency Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. Interest accrued on each Foreign Currency Swing Loan, on each Euro Swing Loan and on each U.S. Swing Loan shall be paid on the Maturity Date therefor, on any date on which such Foreign Currency Swing Loan or such Euro Swing Loan is prepaid, whether due to acceleration or otherwise, and at maturity. Interest, facility fees and utilization fees shall be calculated for actual days elapsed on the basis of a 360-day year, except for interest on Base Rate Loans calculated by reference to the “prime rate” of Bank of America, Foreign Currency Swing Loans and Revolving Loans denominated in Pounds Sterling or Yen, as applicable, which shall be calculated for actual days elapsed on the basis of a 365-day year or when appropriate, a 366-day year. Interest shall be payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or interest on a Loan shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2.21 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions. Promptly after receipt thereof, the Administrative Agent will notify each applicable Lender of the contents of each Total Commitment reduction notice, Advance Borrowing Notice, Conversion/Continuation Notice and repayment or prepayment notice received by it hereunder. The Administrative Agent will notify each applicable Lender of the interest rate applicable to each Eurocurrency Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Base Rate.

2.22 Lending Installations. Each Lender may, by written notice to the Administrative Agent and the Borrower in accordance with Article XIII, or the Administrative Agent, may by written notice to the Borrower and the Lenders, designate replacement or additional Lending Installations through which Loans will be made available by it and for whose account Loan payments are to be made. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation.

2.23 Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have received notice from a Lender on (in the case of a Base Rate Advance) or prior to (in the case of a Eurocurrency Advance) the proposed date of any Advance that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Sections 2.1 and 2.2, as applicable, and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Advance available to the Administrative Agent, then the applicable Lender and the Borrower severally


		36		364-Day Revolving Credit Agreement

agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the Overnight Rate and (ii) in the case of a payment to be made by the Borrower, the Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Advance to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Advance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

2.24 Participations in Swing Loans. (a) Each Multi-Currency Revolving Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Swing Funding Notice for any Swing Loan, to fund (or to cause an Affiliate to fund) its participation in, such outstanding Swing Loan in an amount equal to its Multi-Currency Pro Rata Share of the amount of such Swing Loan.

(b) The Administrative Agent shall promptly notify each Multi-Currency Revolving Lender of its receipt of a Swing Funding Notice. Promptly (and in any event within one Business Day in the case of U.S. Swing Loans and three Business Days in the case of Foreign Currency Swing Loans or Euro Swing Loans) after receipt of such Notice, each Multi-Currency Revolving Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of each Swing Lender an amount in the applicable Agreed Currency and in same day funds equal to its Multi-Currency Pro Rata Share of all outstanding Swing Loans of such Swing Lender (it being understood that no Multi-Currency Revolving Lender which is an Affiliate of a Swing Lender shall be obligated to make any amount available to such Swing Lender unless otherwise required by such Swing Lender). If any Multi-Currency Revolving Lender so notified fails to make available to the Administrative Agent for the account of the applicable Swing Lender the full amount of such Multi-Currency Revolving Lender’s participations in all Swing Loans of such Swing Lender by the date which is one Business Day (or, in the case of Foreign Currency Swing Loans or Euro Swing Loans, three Business Days) after its receipt of such notice from the Administrative Agent, then interest shall accrue on such


		37		364-Day Revolving Credit Agreement

Multi-Currency Revolving Lender’s obligations to fund such participations, from such date to the date such Multi-Currency Revolving Lender pays such obligations in full, at a rate per annum equal to the interest rate applicable to each relevant Loan as in effect from time to time during such period.

(c) From and after the date on which the Administrative Agent has received a Swing Funding Notice for any Swing Loan, all funds received by a Swing Lender in payment of any Swing Loan made by such Swing Lender, interest accrued thereon after the first (or, in the case of a Foreign Currency Swing Loan or Euro Swing Loan, third) Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by such Swing Lender to the Administrative Agent, in the same funds as those received by such Swing Lender, to be distributed to all Multi-Currency Revolving Lenders in accordance with their Multi-Currency Pro Rata Shares (i.e., giving effect to the funding of participations pursuant to this Section 2.24), except that the Multi-Currency Pro Rata Share of such funds of any Multi-Currency Revolving Lender that has not funded its participations as provided herein shall be retained by such Swing Lender.

(d) If the Administrative Agent or any Swing Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator or custodian, or any official in any bankruptcy or insolvency proceeding, any portion of any payment made by the Borrower to the Administrative Agent or such Swing Lender in respect of any Swing Loan or any interest thereon, each Multi-Currency Revolving Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of such Swing Lender its Multi-Currency Pro Rata Share, if prior to the Conversion Date, or its Pro Rata Share, if on or after the Conversion Date, of the amount so returned by the Administrative Agent or such Swing Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Revolving Lender to the Administrative Agent, at a rate per annum equal to the rate specified by such Swing Lender as its cost of funds for such period.

(e) The Required Lenders, the Swing Lenders and the Administrative Agent may agree on any other reasonable method (such as making assignments of Swing Loans) for sharing the risks of Swing Loans ratably among all Multi-Currency Revolving Lenders according to their Multi-Currency Pro Rata Shares so long as such method does not materially disadvantage any Lender or cause the Dollar Revolving Lenders to share the risks of any Swing Loans (other than as set forth in Section 8.2).

(f) Each Multi-Currency Revolving Lender’s obligation to purchase participation interests in Swing Loans pursuant to this Section 2.24 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Multi-Currency Revolving Lender may have against any other Lender, the Borrower, the Administrative Agent or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (c) any breach of this Agreement by the Borrower or any other Lender, (d) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any participation interest in any Swing Loan is to be purchased or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.


		38		364-Day Revolving Credit Agreement

(g) Notwithstanding the provisions of clause (f) above, no Multi-Currency Revolving Lender shall be required to purchase a participation interest in any Swing Loan if, prior to the making of such Swing Loan, the applicable Swing Lender received written notice from the Borrower, the Administrative Agent or the Required Lenders specifying that one or more of the conditions precedent to the making of such Swing Loan were not satisfied and, in fact, such conditions precedent to the making of such Swing Loan were not satisfied at the time of the making of such Swing Loan; provided that the obligation of such Multi-Currency Revolving Lender to purchase such participation interest shall be reinstated on the date on which all conditions precedent to the making of such Swing Loan have been satisfied (or waived by the Required Lenders or all Multi-Currency Revolving Lenders, as applicable).

2.25 Market Disruption. Notwithstanding the satisfaction of all conditions referred to in Article II and Article IV with respect to any Multi-Currency Revolving Advance in any Agreed Currency other than Dollars, any Foreign Currency Swing Loan or any Euro Swing Loan, if there shall occur on or prior to the date of such Multi-Currency Revolving Advance, Foreign Currency Swing Loan or Euro Swing Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would, in the reasonable opinion of the Administrative Agent or (x) in the case of a Multi-Currency Revolving Advance, the Multi-Currency Required Lenders, (y) in the case of a Foreign Currency Swing Loan, the Appropriate Foreign Currency Swing Lender, or (z) in the case of a Euro Swing Loan, the Euro Swing Lender, make it illegal or impracticable for the Loans comprising such Multi-Currency Revolving Advance to be denominated in the Agreed Currency specified by the Borrower, a Foreign Currency Swing Loan to be made in the Appropriate Foreign Currency or a Euro Swing Loan to be made in Euros, then: (a) in the case of a Multi-Currency Revolving Advance, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Revolving Lenders, and the requested Multi-Currency Revolving Loans shall not be denominated in such Agreed Currency but shall be made on such Borrowing Date in Dollars, in an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related Advance Borrowing Notice or Conversion/Continuation Notice, as the case may be, as Base Rate Loans, unless the Borrower notifies the Administrative Agent at least one Business Day before such date that (i) it elects not to borrow on such date or (ii) it elects to borrow on such date in a different Agreed Currency (which would in the reasonable opinion of the Administrative Agent and the Required Lenders be legal and practicable) in an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related Advance Borrowing Notice or Conversion/Continuation Notice, as the case may be; (b) in the case of a Foreign Currency Swing Loan, the Appropriate Foreign Currency Swing Lender shall have no obligation to make such Foreign Currency Swing Loan and (c) in the case of a Euro Swing Loan, the Euro Swing Lender shall have no obligation to make such Euro Swing Loan.

2.26 Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York office on the Business Day preceding that on which final, nonappealable judgment is given. The


		39		364-Day Revolving Credit Agreement

obligations of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 11.2, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrower.

2.27 Replacement of Lender. If any Lender requests compensation under Sections 3.1 or 3.2 (or has given notice pursuant to Section 3.6 that such request may be made), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5 (or has given notice pursuant to Section 3.6 that such payment may be required), or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, and each such Lender agrees to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Sections 12.1, 12.2 and 12.3), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.3.1(d);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 3.1 or 3.2 from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.5, such assignment will result in a reduction in such compensation or payments thereafter and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


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ARTICLE III — YIELD PROTECTION; TAXES

3.1 Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, applicable Lending Installation or any corporation controlling such Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(a) subjects any Lender, any applicable Lending Installation or any corporation controlling such Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans, or

(b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, any applicable Lending Installation or any corporation controlling such Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances, Foreign Currency Swing Loans or Euro Swing Loans), or

(c) imposes any other condition the result of which is to increase the cost to any Lender, any applicable Lending Installation or any corporation controlling such Lender of making, funding or maintaining its Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans or reduces any amount receivable by any Lender, any applicable Lending Installation or any corporation controlling such Lender in connection with its Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans, or requires any Lender, any applicable Lending Installation or any corporation controlling such Lender to make any payment calculated by reference to the amount of Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans held or interest received by it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation or any corporation controlling such Lender of making or maintaining its Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans or its Commitment or to reduce the return received by such Lender, applicable Lending Installation or any corporation controlling such Lender in connection with such Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans or its Commitment, and such Lender is generally making or will generally make a similar claim against other borrowers from such Lender having language in the applicable borrowing agreements similar to that contained in this Section 3.1, and such Lender so states in writing to the Borrower, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.


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3.2 Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (defined below) and such Lender is then making a claim against a substantial portion of the other borrowers from such Lender which have language in the applicable borrowing agreements similar to that found in this Section 3.2 and such Lender so certifies in writing to the Borrower, then, within 15 days of a written demand by such Lender (which shall include a schedule demonstrating how the amount demanded was calculated), the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Loans or its Commitment to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (a) any change after the date of this Agreement in the Risk-Based Capital Guidelines or in the interpretation or application thereof or (b) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. “Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

3.3 Availability of Advances. If any Lender determines that maintenance of its Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine, or a Foreign Currency Swing Lender or Euro Swing Lender determines, as the case may be, that (a) deposits of a type, currency and maturity appropriate to match fund Eurocurrency Advances, the applicable Foreign Currency Swing Loans or Euro Swing Loans, as the case may be, are not available or (b) the interest rate applicable to Eurocurrency Advances, the applicable Foreign Currency Swing Loans or Euro Swing Loans, as the case may be, does not accurately reflect the cost of making or maintaining such Eurocurrency Advances, Foreign Currency Swing Loans or Euro Swing Loans, as the case may be, then (i) in the case of any such determination with respect to Eurocurrency Advances, the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4, (ii) in the case of any such determination with respect to Foreign Currency Swing Loans, the Appropriate Foreign Currency Swing Lender may suspend the availability of Foreign Currency Swing Loans by such Lender and require any affected Foreign Currency Swing Loans to be repaid or (iii) in the case of any such determination with respect to Euro Swing Loans, the Euro Swing Lender may suspend the availability of Euro Swing Loans and require any affected Euro Swing Loans to be repaid.

3.4 Funding Indemnification. If any payment of a Eurocurrency Advance, Foreign Currency Swing Loan or Euro Swing Loan occurs on a date which is not the last day of the


		42		364-Day Revolving Credit Agreement

applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurocurrency Advance, Foreign Currency Swing Loan or Euro Swing Loan is not made on the date specified by the Borrower for any reason other than default by any of the applicable Lenders, the Borrower will indemnify each non-defaulting Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurocurrency Advance, Foreign Currency Swing Loan or Euro Swing Loan (but excluding any lost profits).

3.5 Taxes. (a) All payments by the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent the original or a certified copy of any receipt received by Borrower evidencing payment thereof within 30 days after such payment is made.

(b) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”). Such Other Taxes shall be paid within 30 days following Borrower’s receipt of a written demand with respect thereto pursuant to Section 3.6.

(c) The Borrower hereby agrees to indemnify the Administrative Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5 to the extent actually incurred) paid by the Administrative Agent or such Lender and any penalties, interest and expenses arising therefrom or with respect thereto; provided that the Borrower shall not be responsible for any such penalties, interest and expenses to the extent they arise out of a Lender’s failure to comply with its obligations under clause (a) of Section 3.6. Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent or such Lender makes demand therefor pursuant to Section 3.6.

(d) Each Revolving Lender that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not less than ten Business Days after the date of this Agreement, deliver to each of the Borrower and the Administrative Agent two duly completed copies of, as applicable, (i) United States Internal Revenue Service Form W-8 BEN or W-8 ECI, as appropriate, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes or (ii) United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower


		43		364-Day Revolving Credit Agreement

and the Administrative Agent, to the extent it may lawfully do so at such time, (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(e) For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (d) above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (d), above, the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.

(f) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

(g) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Borrower, the Administrative Agent or a Swing Lender did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed by such Lender, because such Lender failed to notify the Borrower, the Administrative Agent or such Swing Lender of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason other than the gross negligence or willful misconduct of the Borrower, the Administrative Agent or such Swing Lender), such Lender shall indemnify the Borrower, the Administrative Agent or such Swing Lender fully for all amounts paid, directly or indirectly, by the Borrower, the Administrative Agent or such Swing Lender as tax, withholding therefor, or otherwise, as a result of such failure to properly withhold, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Borrower, the Administrative Agent or such Swing Lender under this clause (g), together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Borrower, the Administrative Agent or such


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Swing Lender, which attorneys may be employees of such Persons). The obligations of the Lenders under this clause (g) shall survive the payment of the Obligations and termination of this Agreement.

3.6 Lender Statements; Survival of Indemnity. Each Lender shall use commercially reasonable efforts to (a) promptly notify the Borrower of any event or condition which has resulted or is reasonably likely to result in any liability of the Borrower to such Lender under Section 3.1, 3.2 or 3.5 or the unavailability of Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans under Section 3.3; and (b) designate an alternate Lending Installation with respect to its Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans, as applicable, or take such other appropriate actions, in each case to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans under Section 3.3, so long as such designation or other appropriate actions are not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurocurrency Loan, Foreign Currency Swing Loans and Euro Swing Loans shall be calculated as though the applicable Lender funded its Eurocurrency Loan, Foreign Currency Swing Loans or Euro Swing Loan, as the case may be, through the purchase of a deposit of the Type, currency and maturity corresponding to the deposit used as a reference in determining the interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

ARTICLE IV — CONDITIONS PRECEDENT

4.1 Conditions to Closing Date. The occurrence of the Closing Date is subject to the conditions precedent that (a) there shall not have occurred a change since September 30, 2006 in the business, properties, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries taken as a whole or in the facts and information regarding such entities which could reasonably be expected to have a Material Adverse Effect and (b) the Administrative Agent shall have received (i) evidence that all amounts payable under the Existing Agreement have been (or concurrently with the making of the initial Loans will be) paid in full and the commitments of the lenders under the Existing Agreement have been (or concurrently with the making of the initial Loans will be) terminated, (ii) for the account of each Lender, the upfront fees previously agreed to between the Borrower and the Lenders, (iii) for the account of the Administrative Agent and the Arrangers, all fees which are then due and payable pursuant to the Fee Letters, and (iv) each of the following items, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:

(A)

The certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing issued by the state of its incorporation, each certified by the appropriate governmental officer in its jurisdiction of incorporation.


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(B)

A certificate of the Chief Financial Officer, the Controller, the Secretary or the Assistant Secretary of the Borrower, as to the by-laws of the Borrower and resolutions of the Board of Directors of the Borrower (and any required resolutions or actions of any other body) authorizing the borrowings hereunder and the consummation of the transactions contemplated hereby.

(C)

An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and each Lender shall be entitled to rely until informed of any change in writing by the Borrower.

(D)

A certificate, signed by the Chief Financial Officer, the Controller or the Treasurer of the Borrower, stating that on the Closing Date no Default or Event of Default has occurred and is continuing.

(E)

The written opinion[s] of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit A.

(F)

Any Note requested by a Lender pursuant to Section 2.18 payable to the order of such requesting Lender.

(G)

Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.

(H)

Such other approvals, opinions or documents as the Administrative Agent may reasonably request.

Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.1A Conditions to Assumption and Release. After the Visa Inc. Merger, Visa International may cause the Assumption and Release to occur. The occurrence of the Assumption and Release is subject to the conditions precedent that (a) Visa International shall have delivered to the Administrative Agent, not less than 10 Business Days prior to the effective


		46		364-Day Revolving Credit Agreement

date of the Assumption and Release, a notice executed by Visa International and Visa Inc., specifying the effective date of the Assumption and Release, (b) no Default or Event of Default shall exist immediately before or immediately after giving effect to the Assumption and Release and (c) the Administrative Agent shall have received each of the following items, each of which shall be originals or facsimile copies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of Visa Inc., as applicable, each dated the effective date of the Assumption and Release (or, in the case of certificates of governmental officials, a recent date before the effective date of the Assumption and Release), and each in substantially the same form delivered on the Closing Date, with any changes to such forms being in form and substance reasonably acceptable to the Administrative Agent:

(i)

The Assumption and Release Agreement, executed by each of the parties thereto.

(ii)

The certificate of incorporation of Visa Inc., together with all amendments, and a certificate of good standing issued by the state of its incorporation, each certified by the appropriate governmental officer in its jurisdiction of incorporation.

(iii)

A certificate of the Chief Financial Officer, the Controller, the Secretary or the Assistant Secretary of Visa Inc., as to the by-laws of Visa Inc. and resolutions of the Board of Directors of Visa Inc. (and any required resolutions or actions of any other body) authorizing the borrowings hereunder and the consummation of the transactions contemplated hereby.

(iv)

An incumbency certificate, executed by the Secretary or Assistant Secretary of Visa Inc., which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Visa Inc. authorized to sign the Loan Documents to which Visa Inc. is a party, upon which certificate the Administrative Agent and each Lender shall be entitled to rely until informed of any change in writing by Visa Inc.

(v)

A certificate, signed by the Chief Financial Officer, the Controller or the Treasurer of Visa Inc., stating that on the Closing Date no Default or Event of Default has occurred and is continuing.

(vi)

An updated Schedule 5.8 which shall replace the existing Schedule 5.8 and become Schedule 5.8.

(vii)

The written opinion[s] of Visa Inc.’s counsel, addressed to the Lenders in substantially the form of Exhibit A (but modified to reflect Visa Inc. as the Borrower and to include the Assumption and Release Agreement as a Loan Document).

(viii)

Any Note requested by a Lender pursuant to Section 2.18 payable to the order of such requesting Lender.

(ix)

Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer of Visa Inc., together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.


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Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the conditions specified in this Section 4.1A, each Lender that is a party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed effective date of the Assumption and Release specifying its objection thereto.

4.2 Each Advance. No Lender shall be required to make any Loan unless on the applicable Borrowing Date (and the Revolving Loans may not be converted to Term Loans unless on the Revolving Termination Date):

(a) There exists no Default or Event of Default and, in the case of the conversion of Revolving Loans to Term Loans, the Borrower is Visa Inc.

(b) The representations and warranties contained in Article V (other than Sections 5.5 and 5.7, unless the initial Advance is on the Closing Date) are true and correct in all material respects as of such Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

(c) The Administrative Agent shall have received an Advance Borrowing Notice or a Swing Loan Borrowing Notice, as applicable.

(d) The Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably request.

Each Advance Borrowing Notice, with respect to any Advance, and each Swing Loan Borrowing Notice, with respect to a Foreign Currency Swing Loan, a Euro Swing Loan or a U.S. Swing Loan, and any request to convert the Revolving Loans to Term Loans, shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(a), (b) and (d) have been satisfied. The Administrative Agent, at the reasonable request of any Lender, may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Loan.

4.3 Conditions to the Term Loan. The Revolving Loans may not be converted to a Term Loan on the Revolving Termination Date unless, in addition to the conditions precedent set forth in Section 4.2, (a) the Administrative Agent shall have received a notice from the Borrower requesting such conversion not less than three Business Days prior to the scheduled Revolving Termination Date, (b) the Term Loan Option Fee has been paid in full by the Borrower and (c) all outstanding Swing Loans shall have been paid in full by the Borrower.


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ARTICLE V — REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders, with the knowledge and intent that the Lenders will be relying on such representations and warranties in making Loans hereunder, that:

5.1 Existence and Standing. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of Delaware.

5.2 Authorization and Validity. The execution, delivery and performance by the Borrower of the Loan Documents, and the consummation of the transactions contemplated hereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. The Loan Documents to which the Borrower is a party constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

5.3 No Conflict; Government Consent. Neither the execution and delivery by the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on (x) the Borrower or (y) any of its Subsidiaries, if such violation could reasonably be expected to have a Material Adverse Effect; or (b) the Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be; or (c) the provisions of any material indenture, instrument or agreement to which the Borrower is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement; or (d) the provisions of any material indenture, instrument or agreement to which any of the Borrower’s Subsidiaries is a party or is subject, or by which any of them, or their Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower’s Subsidiaries pursuant to the terms of any such material indenture, instrument or agreement, that, in each case, could reasonably be expected to have a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.


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5.4 Financial Statements. (a) Prior to the Assumption and Release, the September 30, 2006 audited consolidated financial statements (which do not contain a “going concern” or like qualification or exception) of Visa International and its Subsidiaries and the June 30, 2007 unaudited consolidated financial statements of Visa International and its Subsidiaries, in each case heretofore delivered to the Lenders, were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared (subject, in the case of such unaudited financial statements, to normal year-end audit adjustments and to the absence of footnotes) and fairly present in all material respects the consolidated financial condition and operations of Visa International and its Subsidiaries at such dates and the consolidated results of their operations for the periods then ended, and (b) from and after the Assumption and Release, the September 30, 2006 audited consolidated financial statements (which do not contain a “going concern” or like qualification or exception) of Visa International and its Subsidiaries and the June 30, 2007 unaudited consolidated financial statements of Visa International and its Subsidiaries and of Visa U.S.A. Inc. and its Subsidiaries, in each case heretofore delivered to the Lenders (or in the case of Visa U.S.A., Inc., June 30, 2007 financial statements set forth in Amendment No. 5 to the Form S-4 Registration Statement of Visa Inc.), were prepared in accordance with generally accepted accounting principles in effect on the date such statements are prepared (subject, in the case of such unaudited financial statements, to normal year-end audit adjustments and to the absence of footnotes) and fairly present in all material respects the consolidated financial condition and operations of Visa International and its Subsidiaries and of Visa U.S.A. Inc. and its Subsidiaries at such dates and the consolidated results of their operations for the periods then ended.

5.5 Material Adverse Change. Except as disclosed in Schedule 5.7 hereto and except with respect to any loss relating to or in connection with Section 9.01 of Visa International’s By-Laws incurred during such period due to the failure of a member bank which will be recovered pursuant to a recovery plan which has been adopted by the Board of Directors of the Borrower or the Board of Directors of any regional affiliate of the Borrower, including the Board of Directors of Visa U.S.A. Inc. (any such loss, a “Recoverable Loss”), since September 30, 2006 there has been no change in the business, Property, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

5.6 Taxes. The Borrower and its Subsidiaries have filed all United States federal and other material tax returns which are required to be filed and have paid all taxes thereunder which are due and payable, including interest and penalties, except any that are being contested in good faith by appropriate proceeding and for which adequate reserves have been established by the Borrower or applicable Subsidiary.

5.7 Litigation. Except as disclosed in Schedule 5.7 hereto, there is no pending or threatened (in writing) action, suit, investigation, litigation or proceeding (a “Proceeding”) affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that has resulted or could reasonably be expected to result in a Material Adverse Effect.

5.8 Subsidiaries. Schedule 5.8 contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests


		50		364-Day Revolving Credit Agreement

owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and nonassessable.

5.9 Contingent Obligations. Except as provided on Schedule 5.9, and except for obligations incurred in the ordinary course of business, neither the Borrower nor any Material Subsidiary has any contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4 that could reasonably be expected to have a Material Adverse Effect.

5.10 Accuracy of Information. No information, exhibit or report furnished by the Borrower or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the Loan Documents contained any material misstatement of a material fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading.

5.11 Regulation U. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U) and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

5.12 Material Agreements. Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (a) any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (b)(i) prior to the Assumption and Release, any agreement or instrument evidencing or governing Indebtedness in an amount exceeding U.S.$50,000,000, or (ii) from and after the Assumption and Release, any agreement or instrument evidencing Indebtedness in an amount exceeding U.S.$100,000,000, individually or in the aggregate.

5.13 Compliance With Laws. The Borrower and its Subsidiaries have complied with all applicable material statutes, rules, regulations, orders and restrictions of any United States or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, noncompliance with which could reasonably be expected to have a Material Adverse Effect.

5.14 Ownership of Properties. Except as set forth on Schedule 5.14, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.12, to all of the material Property and assets reflected in the Borrower’s most recent consolidated financial statements provided to the Administrative Agent as owned by the Borrower and its Subsidiaries.

5.15 Plan Assets; Prohibited Transactions. The Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as


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defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Loans hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

5.16 Environmental Matters. In the ordinary course of its business, the Borrower considers the effect of Environmental Laws on the business of the Borrower and its Subsidiaries, in the course of which it attempts to identify and evaluate potential risks and liabilities accruing to the Borrower due to Environmental Laws. On the basis of this consideration, the Borrower believes that the application of the Environmental Laws to Borrower could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Subsidiary has received any written notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which noncompliance or remedial action could reasonably be expected to have a Material Adverse Effect.

5.17 Investment Company Act. Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940.

5.18 ERISA. No Plan had a material accumulated funding deficiency (as such term is defined in Section 302 of ERISA), whether or not waived, as of the last day of the most recent fiscal year of such Plan ended prior to the date hereof, for which the actuarial analysis has been received, or would have had such an accumulated funding deficiency on such day if such year were the first year of such Plan to which Part 3 of Subtitle B of Title 1 of ERISA applied, and no material liability to the PBGC has been incurred with respect to any such Plan by the Borrower or any ERISA Affiliate. No Plan to which the Borrower or any ERISA Affiliate contributes is a multiemployer plan (within the meaning of Section 3(37) of ERISA). Each Plan is and has been in all material respects operated and administered in accordance with its provisions and applicable law. No Unfunded Liabilities under ERISA exist with respect to any Plan which such Unfunded Liabilities could reasonably be expected to exceed (a) prior to the Assumption and Release, U.S.$25,000,000, individually or in the aggregate, or (b) from and after the Assumption and Release, U.S.$50,000,000, individually or in the aggregate.

ARTICLE VI — COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

6.1 Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders:

(a) as soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and consolidated statements of


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income and of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by an Authorized Officer as having been prepared in accordance with Agreement Accounting Principles;

(b) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and consolidated statements of income and of cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion in substantially the form given with the September 30, 2006 audited financial statements of the Borrower as set forth in Amendment No. 5 to the Form S-4 Registration Statement of Visa Inc. (or otherwise reasonably acceptable to the Required Lenders) (it being understood that the audit opinion may differ from this standard to the extent necessary to conform to the audit opinion requirements for a publicly traded company if such financial statements cover periods after Visa Inc. becomes a publicly traded company) by the Borrower’s regularly retained independent public accountants in accordance with generally accepted auditing standards; provided that in the event of any change in Agreement Accounting Principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 6.17, a statement of reconciliation conforming such financial statements to Agreement Accounting Principles;

(c) simultaneously with delivery of the financial statements referred to in clauses (a) and (b) above, a compliance certificate in substantially the form of Exhibit B signed by its Chief Administrative Officer, Chief Financial Officer, Controller or Treasurer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof;

(d) promptly and in any event within 10 Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Event;

(e) promptly after the Borrower receives notice thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries in which the amount claimed is (a) prior to the Assumption and Release, U.S.$70,000,000 or more, or (b) from and after the Assumption and Release, U.S.$140,000,000 or more;

(f) promptly after any change in, or withdrawal of, the Borrower’s Moody’s Rating or S&P Rating written notice of such change or withdrawal, which notice shall specify the new rating (if applicable), the date on which such change or withdrawal was publicly announced or, in the case of a private rating, disclosed to the Borrower and such other information with respect to such change or withdrawal as any Lender through the Administrative Agent may reasonably request;

(g) promptly after the occurrence thereof, written notice of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; and


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(h) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

The Borrower hereby acknowledges that (i) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

6.2 Use of Proceeds. The Borrower will, and will cause each Subsidiary to, use the proceeds of the Loans only (a) to refinance the Existing Agreement, (b) to ensure the integrity of the settlement process of Visa Inc. and its Subsidiaries in the event of a settlement failure by a member, (c) as back-up to any then existing commercial paper program of the Borrower and (d) for general corporate purposes in an amount up to (i) U.S.$300,000,000 prior to the Assumption and Release and (ii) U.S.$1,000,000,000 from and after the Assumption and Release.

6.3 Notice of Default. The Borrower will notify the Administrative Agent and the Lenders as soon as possible, and in any event within five Business Days after any Authorized Officer has knowledge thereof, of the occurrence of any Default or Event of Default.

6.4 Conduct of Business. The Borrower will, and will cause each of its Material Subsidiaries to, carry on and conduct its business in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and take all commercially reasonable steps to maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

6.5 Taxes. The Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles.


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6.6 Insurance. The Borrower will maintain, and cause each of its Subsidiaries to maintain, insurance coverage of a type reasonable and customary for companies of similar size and engaged in similar businesses and in amounts reasonably deemed by the Borrower to be adequate.

6.7 Compliance with Laws. The Borrower will, and will cause each Subsidiary to, comply with all applicable laws, rules, regulations and orders of the United States or any state thereof, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect; and the Borrower will, and will cause each Subsidiary to, comply with all other applicable laws, rules, regulations and orders, except to the extent failure to so comply would not, in the aggregate for all such failures, reasonably be expected to have a Material Adverse Effect.

6.8 Maintenance of Properties. The Borrower will, and will cause each Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times, except where the failure so to maintain such Property could not reasonably be expected to have a Material Adverse Effect.

6.9 Inspection. Upon reasonable advance notice, and during normal business hours, the Borrower will, and will cause each Subsidiary to, permit the Administrative Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, books and financial records of the Borrower and such Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and such Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and such Subsidiary with, and to be advised as to the same by, their respective officers.

6.10 Mergers, Etc. The Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (whether now owned or hereafter acquired) to, any Person, unless, immediately after giving effect to such proposed transaction, no Default or Event of Default would exist and in the case of any such merger to which the Borrower is a party, either (a) the Borrower is the surviving corporation or (b) the Person into which the Borrower shall be merged or formed by any such consolidation shall assume the Borrower’s obligations hereunder and under the Notes, if any, in an agreement or instrument reasonably satisfactory in form and substance to the Administrative Agent; provided that, from and after the Assumption and Release, mergers otherwise permitted by this Section shall be permitted only if a Change of Control does not result therefrom.

6.11 Investments and Acquisitions. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and


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advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

(a) Cash Equivalent Investments;

(b) Existing Investments in Subsidiaries and other Investments that are not of the type described in clauses (a), (c) and (d) hereof in existence on the date hereof and described in Schedule 6.11;

(c) Investments in newly created Subsidiaries or Affiliates created in the ordinary course of business or generally related to the existing business of the Borrower; and additional Investments in existing Subsidiaries in the ordinary course of business;

(d) short-term loans to Visa Europe Limited (“Visa Europe”) made to perfect settlements in Pounds Sterling and the Euro Local Currency Settlement Services operated by Visa Europe;

(e) direct obligations of, or fully guaranteed by, the United States of America or any agency thereof; provided that any such obligations shall mature within five years of the date of issuance thereof;

(f) other Investments or Acquisitions that do not exceed (i) in the case of any single Investment or Acquisition at the time such Investment or Acquisition is made, (A) prior to the Assumption and Release, U.S.$40,000,000 or (B) from and after the Assumption and Release, U.S.$80,000,000, and (ii) in the aggregate for all such Investments or Acquisitions at the time any such Investment or Acquisition is made, 20% of (C) prior to the Assumption and Release, the accumulated net income of the Borrower or (D) from and after the Assumption and Release, the Tangible Net Worth of the Borrower; or

(g) short-term loans (i) prior to the Assumption and Release, to Visa Inc. or any of its Subsidiaries, or (ii) from and after the Assumption and Release, to its Subsidiaries, in each case in the ordinary course of business to accommodate settlements.

6.12 Liens. The Borrower will not, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist, unless the Borrower’s obligations under this Agreement and the Notes are secured equally and ratably therewith, any Lien on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file, or permit any of its Subsidiaries to sign or file, under the Uniform Commercial Code of any jurisdiction a financing statement which names the Borrower or any of its Subsidiaries as debtor, or sign, or permit any of its Subsidiaries to sign, any security agreement authorizing any secured party thereunder to file such financing statement (in each case, excepting financing statements relating to Liens that may be allowed hereunder), excluding from the operation of the foregoing restrictions the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced or, if commenced, is being diligently contested in good faith and by proper proceedings:

(a) materialmen’s, suppliers’, tax and other similar Liens arising in the ordinary course of business as presently conducted securing obligations which are not overdue or are being contested in good faith by appropriate proceedings;


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(b) Liens arising in the ordinary course of business as presently conducted in connection with leases, workmen’s compensation, unemployment insurance, appeal and release bonds, purchase money security interests and other Liens incidental to the conduct of its business or the operation of its property or its assets;

(c) Liens on real estate, buildings or equipment so long as the Indebtedness secured by such Liens does not exceed (i) prior to the Assumption and Release, U.S.$150,000,000 for the Borrower or (ii) from and after the Assumption and Release, U.S.$300,000,000 for the Borrower and its Subsidiaries; and

(d) Other Liens securing obligations not in excess of (i) prior to the Assumption and Release, U.S.$25,000,000 in the aggregate at any one time or (ii) from and after the Assumption and Release, U.S.$50,000,000 in the aggregate at any one time.

provided that notwithstanding the foregoing provisions of this Section 6.12, the Borrower shall not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any shares of stock of any of its Subsidiaries.

6.13 Affiliates. Except as set forth on Schedule 6.13, the Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with or make any payment or transfer to, any Affiliate (other than, from and after the Assumption and Release, an Affiliate that is a wholly-owned Subsidiary) except in the ordinary course of the Borrower’s business and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s business.

6.14 Contingent Obligations. The Borrower will not, and will not permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except (a) by endorsement of instruments for deposit or collection in the ordinary course of business; (b) obligations in connection with the clearing and settlement of VISA card, check and other product transactions; (c) obligations described in Section 5.9 and (d) other Contingent Obligations not exceeding in the aggregate (i) prior to the Assumption and Release, U.S.$40,000,000 or (ii) from and after the Assumption and Release, U.S.$80,000,000.

6.15 Pari Passu Ranking. The Borrower shall ensure that its obligations under the Loan Documents will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations.

6.16 Books and Records. The Borrower will, and will cause each Subsidiary to, maintain proper books of record and account, in which full, true and correct entries in conformity with Agreement Accounting Principles consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.


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6.17 Financial Covenants.

6.17.1 Debt. The Borrower will not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, (a) any Other Indebtedness aggregating more than (i) U.S.$400,000,000 at any one time outstanding on a consolidated basis for the Borrower and its Subsidiaries prior to the Assumption and Release or (ii) U.S.$800,000,000 at any one time outstanding on a consolidated basis for the Borrower and its Subsidiaries from and after the Assumption and Release, or (b) at any time any indebtedness for borrowed funds of any type or maturity (including Loans hereunder) in excess of the amounts of indebtedness of such type and maturity authorized at such time by resolutions of the Board of Directors of the Borrower.

6.17.2 Accumulated Net Income. The Borrower will not permit (a) its consolidated accumulated net income, measured as of the end of each fiscal quarter occurring prior to the Assumption and Release, to be less than U.S.$600,000,000, or (b) its consolidated Tangible Net Worth, measured as of the end of each fiscal quarter occurring from and after the Assumption and Release, to be less than U.S.$1,300,000,000.

6.18 Restructuring Agreement. The Lenders and the Administrative Agent agree that the Restructuring shall not constitute a Default or Event of Default under this Agreement or any other Loan Document, including, without limitation under Sections 6.4, 6.8, 6.10, 6.11, 6.13 or 6.14 of this Agreement, it being understood that the foregoing shall not excuse a breach of the covenants in Section 6.17 of this Agreement. The Borrower will not, and will not permit any Subsidiary to, amend, modify or waive any provision of the Restructuring Agreement in a manner that would materially and adversely affect the rights of the Lenders under any specific provision of this Agreement that refers to the Restructuring Agreement; provided that nothing in this Agreement shall prohibit or limit amendments or modifications of the Restructuring Agreement so long as, for purposes of this Agreement, the terms and provisions of the Restructuring Agreement in effect prior to such amendment or modification continue to apply.

ARTICLE VII — EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall constitute an Event of Default:

7.1 Any representation or warranty made by the Borrower in connection with this Agreement shall prove to be incorrect in any material respect when made.

7.2 Nonpayment of principal of any Loan when due, or nonpayment of interest upon any Loan or of any facility or utilization fee or other obligations under any of the Loan Documents within three Business Days after the same becomes due.

7.3 (a) The breach by the Borrower of any of the terms or provisions contained in Section 6.2, 6.3, 6.10, 6.12 or 6.17 or (b) the failure by the Borrower to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender.


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7.4 The Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Indebtedness of, or guaranteed by, the Borrower or such Subsidiary that is outstanding in a principal amount of at least (a) U.S.$50,000,000 prior to the Assumption and Release or (b) U.S.$100,000,000 from and after the Assumption and Release, in the aggregate (but excluding Indebtedness outstanding hereunder), when the same becomes due and payable by the Borrower or such Subsidiary (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof.

7.5 The Borrower or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or any proceedings shall be instituted by or against the Borrower or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 90 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its Property) shall occur; or the Borrower or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this Section 7.5.

7.6 Any judgment or order for the payment of money in excess of U.S.$100,000,000 (excluding any portion thereof covered by insurance so long as the insurer (a) has an A.M. Best rating of “A” or better, (b) has been notified of the relevant claim and (c) has not denied coverage) on a claim or claims not covered by insurance shall be rendered against the Borrower or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.


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7.7 Any ERISA Event shall have occurred with respect to a Plan which is reasonably likely to result in a liability in excess of (a) U.S.$25,000,000 prior to the Assumption and Release or (b) U.S.$50,000,000 from and after the Assumption and Release.

7.8 Any material provision of any of the Loan Documents shall cease to be in full force and effect or the Borrower or any Subsidiary of the Borrower (or any Person acting through the Borrower or any such Subsidiary) shall take any action to contest the enforceability of any such provision.

7.9 From and after the Assumption and Release, a Change of Control occurs.

ARTICLE VIII — ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1 Acceleration. (a) If any Event of Default described in Section 7.5 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Event of Default occurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives.

(b) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.5 with respect to the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

8.2 Dollar Conversion and Assignment of Obligations.

(a) Notwithstanding any other provision in this Agreement, on the date (the “Conversion Date”) that (i) (A) there has been an acceleration of the maturity of the Obligations or a termination of the obligations of the Lenders to make Loans hereunder as a result of any Event of Default and (B) the Required Lenders cease to have the right under Section 8.1(b) to rescind or annul such an acceleration or termination, (ii) unless extended pursuant to Section 2.3, the Revolving Loans have not been repaid in full on the Revolving Termination Date, (iii) if extended pursuant to Section 2.3, the Term Loans have not been repaid in full on the Final Termination Date or (iv) an Event of Default described in Section 7.5 occurs with respect to the Borrower, all outstanding Multi-Currency Revolving Loans or Term Loans in an Agreed Currency other than Dollars, Euro Swing Loans and Foreign Currency Swing Loans shall be converted into Dollars and the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of conversion used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with the specified currency at the


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Administrative Agent’s main New York office on the Business Day preceding the Conversion Date. If the amount of Dollars so purchased with the specified currency is less than the amount originally borrowed by Borrower from the Multi-Currency Revolving Lenders or a Swing Lender, in an Agreed Currency, the Borrower agrees, to the fullest extent that it may effectively do so, to indemnify such Lenders or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds the sum originally borrowed by Borrower from any Multi-Currency Revolving Lender or a Swing Lender, as the case may be, in an Agreed Currency, then Administrative Agent may apply such excess to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect.

(b) From and after the Conversion Date, Loans shall be denominated only in Dollars.

(c) On the Conversion Date, each Revolving Lender (each a “Selling Revolving Lender”) shall sell, and each other Revolving Lender (each a “Purchasing Revolving Lender”) shall purchase, without recourse, from one or more Selling Revolving Lenders an assignment or participation of the outstanding Revolving Loans, Term Loans and participations obligations with respect to the Swing Loans held by such Selling Revolving Lenders in such amounts as shall be necessary to cause each Purchasing Revolving Lender and each Selling Revolving Lender to share the Total Outstandings and Swing Loan participation interests in accordance with their respective Pro Rata Shares of such amounts. Each Purchasing Revolving Lender agrees that this purchase obligation shall be absolute and unconditional. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of the assignments or participations purchased under this Section 8.2(c) and will in each case notify the Lenders following any such assignment or participation. Each Purchasing Revolving Lender that purchases an assignment pursuant to this Section 8.2(c) shall be deemed to have complied with Section 12.3, and shall have all of the rights and obligations of an assignee hereunder (without the necessity of complying with Section 12.3.1(d)) with respect to the assigned Revolving Loans, Term Loans or participation interests.

8.3 Amendments. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 4.1 without the written consent of each Lender;

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.1, other than as provided for in Section 8.1) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;


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(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to subclause (iii) of the second proviso to this Section 8.3) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend Section 2.15 or waive any obligation of the Borrower to pay interest as set forth in Section 2.15;

(e) change Section 11.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;

(f) change the definition of “Dollar Pro Rata Share,” “Multi-Currency Pro Rata Share” or “Pro Rata Share” without the written consent of each Lender directly affected thereby;

(g) change Section 1.6 or the definition of “Agreed Currency” without the written consent of each Multi-Currency Revolving Lender;

(h) change Section 8.2 without the written consent of each Revolving Lender or

(i) change any provision of this Section or the definition of “Required Lenders” or any other provision or definition hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender,

and; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected Swing Lender in addition to the Lenders required above, affect the rights or duties of such Swing Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (other than an amendment, waiver or consent under clauses (b), (c), (d), (e), (f), (g) or (h) of this Section 8.3).

8.4 Preservation of Rights. No delay or omission of any Lender or the Administrative Agent to exercise any right under any Loan Document shall impair such right or be construed to be a waiver of any Event of Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Event of Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.3, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.


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ARTICLE IX — GENERAL PROVISIONS

9.1 Survival of Representations. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Advance, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

9.2 Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9.3 Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.4 Entire Agreement. The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof.

9.5 Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns; provided that the parties hereto expressly agree that each Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.9 and 10.7 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

9.6 Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent and each Related Party of any of the foregoing Persons (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this


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Section, or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) The Borrower shall indemnify the Arrangers, the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous waste or substance on or from any Property owned or operated by any Borrower or any of its Subsidiaries, or any environmental liability related in any way to any Borrower or any of its Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim brought by the Administrative Agent, an Arranger or a Lender (or any of their Related Parties) against the Administrative Agent, an Arranger or any other Lender (or any of their Related Parties) if such claim does not arise out of any act or omission of the Borrower.

(c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Arrangers, the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Arrangers, the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on the percentage that the aggregate Commitments of such Lender hereunder is of the aggregate Commitments of all Lenders, or, if all the Commitments have been terminated or have expired, the percentage that the aggregate principal amount of the Obligations owed (including by way of funded participations) to such Lender hereunder is of the aggregate principal amount of the Obligations owed (including by way of funded participations) to all the Lenders hereunder) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Arrangers in their capacity as such, the Administrative Agent (or any such sub-agent) in its


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capacity as such, or against any Related Party of any of the foregoing acting for the Arrangers or the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.16(i).

(d) To the fullest extent permitted by applicable law, each of the parties hereto shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except for damages arising out of the gross negligence, bad faith or willful misconduct of such Indemnitee.

(e) All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of this Agreement and the repayment, satisfaction or discharge of the Obligations.

9.7 Non-reliance. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U) for the repayment of the Loans provided for herein.

9.8 Severability of Provisions. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction

9.9 Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arrangers nor any Lender shall have any fiduciary responsibility to the Borrower. Neither the Administrative Agent, the Arrangers nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Administrative Agent, the Arrangers nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, bad faith or willful misconduct of the party from which recovery is sought.


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9.10 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Confidential Information, except that Confidential Information may be disclosed (a) to its Affiliates (including the Arrangers) and to its and its Affiliates’ (including the Arrangers’) respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential and the disclosing party will be responsible for any breaches of this Section by such Persons), (b) to the extent requested (but only to the extent so requested) by any bank examiner or banking regulatory authority having jurisdiction over it, or to the extent required (but only to the extent so required) by any other regulatory authority having jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required (but only to the extent so required) by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to a written agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or securitization transaction relating to the Borrower and its obligations, (g) with the prior written consent of the Borrower or (h) to the extent such Confidential Information (x) becomes publicly available other than as a result of a breach by it of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates (including the Arrangers) on a nonconfidential basis from a source other than the Borrower or its Subsidiaries, Affiliates (including the Arrangers) or Related Parties, provided that such source is not known to the Administrative Agent or any Lender, after reasonable inquiry, to be bound by an obligation of confidentiality. The Administrative Agent and each of the Lenders agree that if any of them is requested or required, as applicable, to disclose Confidential Information pursuant to clause (b) or (c) above (other than to a bank examiner having jurisdiction over it), they will, to the extent they may lawfully do so, prior to any disclosure, notify the Borrower in writing and provide the Borrower with copies of any such written request or demand so that the Borrower may seek a protective order or other appropriate remedy or waive in writing compliance with the provisions of this Agreement to the extent necessary. The breach by the Administrative Agent or any Lender under this Section shall not be used by the Borrower as a defense to payment of, or the basis for set-off against or the failure to pay, any sums due hereunder.

9.11 No Advisory or Fiduciary Responsibility In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal,


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accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii)(A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent., the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby, except for claims involving the gross negligence or willful misconduct of the Administrative Agent, the Arrangers or the Lenders.

9.12 Disclosure. The Borrower and each Lender hereby acknowledge and agree that Bank of America and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates.

9.13 Termination of Existing Agreement. The Lenders which are parties to the Existing Agreement hereby waive the notice requirement set forth in the Existing Agreement for terminating the commitments under the Existing Agreement and agree, to the extent that they are not so terminated in accordance with their terms, that the Existing Agreement shall be terminated on the Closing Date (except for any provisions thereof which by their terms survive termination thereof).

ARTICLE X — THE ADMINISTRATIVE AGENT

10.1 Appointment and Authority. Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to enter into the Assumption and Release Agreement, subject to the terms and conditions of this Agreement. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

10.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.


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Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.3 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.1 and 8.3) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,


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consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed in good faith by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed in good faith by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent with reasonable care; provided that the Administrative Agent shall give the Borrower prior written notice of the delegation of any of its material duties to any such agent or sub-agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

10.6 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower, so long as no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders, with consent of the Borrower as provided above, appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations


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hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.6 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Swing Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Lender, and (b) the retiring Swing Lender shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents.

10.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, Syndication Agent or any other agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender.

10.9 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding of the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.11 and 9.6) allowed in such judicial proceeding; and


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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.11 and 9.6.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

ARTICLE XI — SETOFF; RATABLE PAYMENTS

11.1 Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Event of Default under Section 7.2 occurs and is continuing, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due; provided that this Section 11.1 shall not apply to amounts attributable or in any way related to the clearing and settlement of Visa card products or Travelers Checks or any other transaction for which the Borrower performs clearing or settlement services. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

11.2 Ratable Payments. Without limiting the provisions of Section 2.16(g), if any Revolving Lender, whether by setoff or otherwise, has payment made to it upon its Revolving Loans or Term Loans (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) or its participation in Swing Loans in a greater proportion than that received by any other Revolving Lender, such Revolving Lender agrees, promptly upon demand, to purchase a portion of the Revolving Loans or Term Loans (or such participations in Swing Loans) held by the other Revolving Lenders so that after such purchase each Revolving Lender will hold its pro rata share of all Revolving Loans (and all participations in Swing Loans), as contemplated by this Agreement.

ARTICLE XII — BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that, except as otherwise permitted herein, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any


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of its rights or obligations hereunder except (a) to an Eligible Assignee in accordance with the provisions of Section 12.3, (b) by way of participation in accordance with the provisions of Section 12.2, or (c) by way of pledge or assignment of a security interest subject to the restrictions of Section 12.3.3 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 12.2 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

12.2 Participations.

12.2.1 Permitted Participants; Effect. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Swing Loans) owing to it); provided that (a) such Lender’s obligations under this Agreement shall remain unchanged, (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (c) the Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (d) except in the case of any such participation sold to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, each such participation shall be in an amount of not less than $10,000,000, or shall be in an amount of such Lender’s entire remaining Commitment and the Loans at the time owing to it.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 8.3 that affects such Participant. Subject to Section 12.2.2, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.1 as though it were a Lender; provided such Participant agrees to be subject to Section 11.2 as though it were a Lender.

12.2.2 Limitation upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2, 3.4 or 3.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 3.5 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.6 as though it were a Lender.


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12.3 Assignments.

12.3.1 Permitted Assignments. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 12.3.1, participations in Swing Loans) at the time owing to it); provided that

(a) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment assigned (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

(b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (b) shall not apply to rights in respect of Swing Loans;

(c) any assignment of a Commitment must be approved by the Administrative Agent, each Swing Lender and, unless an Event of Default has occurred and is continuing, the Borrower (provided that such approvals shall not be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and

(d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, unless waived by the Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.3.2, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment


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and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5, and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3.1 shall not be treated as an assignment under this Agreement.

12.3.2 Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its applicable Lending Installation a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lenders at any reasonable time and from time to time upon reasonable prior notice.

12.3.3 Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

12.3.4 Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

12.3.5 Resignation as Swing Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Swing Lender assigns all of its Commitment and Loans pursuant to Section 12.3.1 (other than its Commitment to make Swing Loans and Swing Loans outstanding under such Commitment), such Swing Lender may, upon 30 days’ notice to the Borrower, resign as a Swing Lender. In the event of any such resignation as a Swing Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Swing Lender hereunder (subject to the consent of such proposed successor Swing Lender); provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of the retiring Swing Lender as a Swing Lender, as the case may be. If any Swing Lender resigns as a Swing Lender, it shall retain all the rights of a Swing Lender provided for hereunder with


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respect to its Swing Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to fund risk participations in outstanding Swing Loans pursuant to Section 2.24.

12.4 Tax Treatment. If any interest in any Loan Document is transferred to any Eligible Assignee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Revolving Lender shall cause such Eligible Assignee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(d).

ARTICLE XIII — NOTICES

13.1 Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent or the Swing Lenders, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 3; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number at its Lending Installation.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent upon the sender’s receipt of confirmation of proper transmission (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in clause (b) below, shall be effective as provided in such clause (b).

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to service of process on any Lender or notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the


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next business day for the recipient and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing subclause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

13.2 Change of Address. Each of the Borrower, the Administrative Agent and the Swing Line Lenders may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and the Swing Line Lenders. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

13.3 Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Swing Funding Notices) purportedly given by or on behalf of the Borrower even if (a) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed


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by any other form of notice specified herein, or (b) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

ARTICLE XIV — COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by facsimile transmission that it has taken such action.

ARTICLE XV — CHOICE OF LAW; CONSENT TO JURISDICTION;

WAIVER OF JURY TRIAL

15.1 CHOICE OF LAW. THIS AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

15.2 CONSENT TO JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT; PROVIDED THAT IF FOR ANY REASON SUCH NEW YORK STATE OR FEDERAL COURTS CANNOT OR WILL NOT ACCEPT JURISDICTION OVER ANY SUCH ACTION OR PROCEEDING, THE EXCLUSIVITY OF JURISDICTION OF SUCH NEW YORK STATE AND FEDERAL COURTS SHALL NOT APPLY. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

15.3 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY


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LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

15.4 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

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Signature Pages follow.]


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IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have executed this Agreement as of the date first above written.


VISA INTERNATIONAL SERVICE ASSOCIATION, as Borrower

By:		/s/ Byron Pollitt
Name:		Byron Pollitt
Title:		Treasurer