Exhibit 4.1

CREDIT AGREEMENT

among

PHILLIPS 66,

PHILLIPS 66 COMPANY,

The Lenders Party Hereto,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

CITIBANK, N.A.,

BANK OF AMERICA, N.A.,

and

THE ROYAL BANK OF SCOTLAND PLC,

Co-Syndication Agents

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

CREDIT SUISSE AG,

ROYAL BANK OF CANADA,

and

DNB BANK ASA, GRAND CAYMAN BRANCH,

Co-Documentation Agents

RBS SECURITIES INC.,

CITIGROUP GLOBAL MARKETS INC.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

CREDIT SUISSE SECURITIES (USA) LLC,

DNB MARKETS, INC.,

J.P. MORGAN SECURITIES LLC,

ROYAL BANK OF CANADA,

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Joint Lead Arrangers and Bookrunners

Dated as of February 22, 2012

TABLE OF CONTENTS

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CREDIT AGREEMENT, dated as of February 22, 2012, among PHILLIPS 66, a Delaware corporation (the “Borrower” ), PHILLIPS 66 COMPANY, a Delaware corporation (the “Initial Guarantor” ), the several banks and financial institutions from time to time parties to this Agreement, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent” ).

The parties hereto hereby agree as follows:

ARTICLE 1. DEFINITIONS

Section 1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ABR” : for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ¹ / 2 of 1% and (c) the Eurodollar Rate for a one month Interest Period that begins on such day (and if such day is not a Business Day, the immediately preceding Business Day) plus 1%. “Prime Rate” shall mean, for the purposes of this definition only, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or Eurodollar Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or Eurodollar Rate, respectively.

“ABR Loans” : Swing Line Loans the rate of interest applicable to which is based upon the ABR.

“Administrative Questionnaire” : an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” : with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” : this Credit Agreement, as amended, supplemented or otherwise modified from time to time.

“Alternate Currency” : any of the following currencies mutually agreed upon by the Borrower and the Lenders, provided that such currency is at all times freely convertible and freely transferable into Dollars and is readily available to the Lenders in the ordinary course of dealings in the interbank eurocurrency market and as to which a Dollar Equivalent may be readily calculated: (a) any National Currency (other than Dollars) and (b) European Union Euro ( “Euro” ); provided that if at any time a Loan denominated in a currency described in the preceding clause (a)  ceases to be the National Currency of the country of its issuance due to the adoption of the Euro as its National Currency, such Loan shall be redenominated into Euro on the effective date of such adoption.

“Alternate Currency Equivalent” : at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternate Currency as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate.

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“Alternate Currency Loans” : Revolving Credit Loans hereunder (other than those denominated in Dollars) at such time as they are made and/or being maintained at a rate of interest based upon the Eurocurrency Rate described in clause (b)  of the definition of such term.

“Alternate Currency Office” : initially the office of each Lender designated as such in the Administrative Questionnaire of such Lender; thereafter, such other office of a Lender, if any, which shall be making or maintaining Alternate Currency Loans.

“Applicable Margin” : for each Type of Revolving Credit Loan, the applicable rate per annum set forth on the Pricing Grid.

“Application” : an application, in such form as the applicable Issuing Bank may specify from time to time, requesting such Issuing Bank to issue or amend a Letter of Credit.

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

“ASK Rate Loans” : Swing Line Loans the rate of interest applicable to which is based upon the ASK Rate.

“Assignment and Assumption” : an Assignment and Assumption Agreement substantially in the form of Exhibit D .

“Attributable Debt ”: in respect of a Sale/Leaseback Transaction, as at the time of determination, the present value of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided , however , that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of and will constitute “ Capital Lease Obligations .” Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Available Commitment” : as to any Lender, at a particular time, an amount equal to the excess, if any, of (a) the amount of such Lender’s Commitment at such time, minus (b) the aggregate unpaid principal amount at such time of all Revolving Credit Loans (expressed in Dollars), made by such Lender pursuant to Section 2.1 , minus (c) an amount equal to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, minus (d) an amount equal to such Lender’s Commitment Percentage of the aggregate unpaid principal amount at such time of all Swing Line Loans then outstanding, provided that for purposes of calculating Available Commitments for purposes of Section 2.8(b) , such amount under clause (d)  shall be zero.

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“Benefit Arrangement” : at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any ERISA Affiliate.

“Benefited Lender” : as defined in Section 9.7(a) .

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

“Borrowing Date” : any Business Day specified in a Borrowing Request or in a notice pursuant to Section 2.19 as a date on which the Borrower requests the Lenders to make Loans hereunder.

“ Borrowing Request ” means a request by the Borrower for a Revolving Credit Loan in accordance with Section 2.3 , substantially in the form of Exhibit C .

“Bridge Loan Agreement” : the Bridge Loan Agreement, dated as of the date hereof, by and among the Borrower, the Initial Guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and financial institutions from time to time parties thereto.

“Business Day” : a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Law to close; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits (and, in the case of an Alternate Currency Loan, foreign currencies and exchange) in the London interbank market.

“Capital Lease Obligations” : as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that any lease that would have been considered an operating lease under the provisions of GAAP in effect as of December 31, 2011 shall be treated as an operating lease for all purposes under this Agreement.

“Cash Collateralize” : to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Banks or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” : (a) direct obligations issued by, or unconditionally guaranteed by, the United States Government or any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits, money market accounts, money market funds or overnight bank deposits having maturities of twelve months or less from the date of acquisition issued by any Lender or Qualified Issuer; (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within twelve months or less from the date of acquisition; (d) money market funds rated AAAm by S&P, Aaa-mf by Moody’s or AAAmmf by Fitch Ratings, Inc.; (e) short term debt obligations of an issuer rated at least BBB by S&P or Baa2 by Moody’s, and maturing within twelve months from the date of acquisition; (f) repurchase obligations with a term of

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not more than 90 days for underlying securities of the types described in clause (a)  above entered into with any Lender or Qualified Issuer; and (g) solely with respect to a Subsidiary which is incorporated or organized under the Laws of a jurisdiction outside of the United States, in addition to the investments described in clauses (a)  through (f)  of this definition, substantially similar investments denominated in foreign currencies (including similarly capitalized foreign banks).

“Change in Control” : (a) the consummation of a transaction the result of which is that any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) acquires ownership, direct or indirect, beneficially or of record, of more than 50% of the Voting Stock; or (b) Continuing Directors cease to constitute a majority of the board of directors of the Borrower or any successor by merger or consolidation.

“ Change in Law ” : the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender (or, for purposes of Section 2.14(c) , by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “ Change in Law ”, regardless of the date enacted, adopted or issued.

“Closing Date” : the date upon which the conditions precedent set forth in Section 4.2 have been satisfied (or waived in accordance with the terms and conditions of Section 9.1 ).

“Co-Documentation Agents” : collectively, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Credit Suisse AG, Royal Bank of Canada and DNB Bank ASA, Grand Cayman Branch.

“Co-Syndication Agents” : collectively, Citibank, N.A., Bank of America, N.A. and The Royal Bank of Scotland plc.

“Code” : the Internal Revenue Code of 1986, as amended from time to time.

“Commitment” : as to any Lender, its obligation (a) to make Revolving Credit Loans to the Borrower in accordance with Section 2.1 , (b) to participate in Swing Line Loans in accordance with Section 2.19 and (c) to participate in Letters of Credit in accordance with Section 2.20 , in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s name on Schedule I (or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment or in such other documentation pursuant to which such Lender shall have become a party hereto, as applicable), as such amount may change from time to time as provided herein or as provided pursuant to assignments by or to such Lender pursuant hereto; provided that the Commitments shall not at any time exceed (x) $4,000,000,000 in the aggregate, or (y) after any Commitment increase pursuant to Section 2.4(c) , the aggregate amount of the Commitments as so increased, but in no event more than $5,000,000,000.

“Commitment Fee” : as defined in Section 2.8(b) .

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“Commitment Percentage” : at a particular time, as to any Lender, the percentage of the aggregate Commitments in effect at such time constituted by such Lender’s Commitment. If the Commitments have terminated or expired, the Commitment Percentages shall be determined based upon the Commitments most recently in effect after giving effect to each assignment.

“Commitment Period” : the period from and including the Closing Date to but not including the Commitment Termination Date or such earlier date as all the Commitments shall terminate as provided herein.

“Commitment Termination Date” : the fifth anniversary of the Closing Date or such later date as shall be agreed to by a Lender pursuant to the provisions of Section 2.21 or, if such date is not a Business Day, the Business Day next preceding such date.

“Confidential Information” : as defined in Section 9.4 .

“ Connection Income Taxes ” : Other Connection Taxes that are imposed on or measured by gross or net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ConocoPhillips” : ConocoPhillips, a Delaware corporation.

“ConocoPhillips Company” : ConocoPhillips Company, a Delaware corporation.

“Consolidated Net Assets” : at any date, the total amount of assets of the Borrower and its Subsidiaries after deducting therefrom (a) all current liabilities of the Borrower and its Subsidiaries (excluding any thereof which are by their terms extendible or renewable at the option of the Borrower to a time more than 12 months after the time as of which the amount thereof is being computed), and (b) total prepaid expenses and deferred charges of the Borrower and its Subsidiaries.

“Consolidated Net Debt” : at any date, the Indebtedness (excluding Securitization Indebtedness) of the Borrower and its Subsidiaries less the aggregate amount of (a) cash and Cash Equivalents held by the Borrower and its Subsidiaries at such date (other than any cash proceeds of Securitization Indebtedness) and (b) cash and Cash Equivalents that have been deposited in a trust account or account created or pledged for the sole benefit of the holders of any Indebtedness of the Borrower or its Subsidiaries that has been defeased pursuant to such deposit and the other applicable terms of the instrument governing such Indebtedness, in each case determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Worth ”: the Net Worth of the Borrower and its Subsidiaries as of such date determined on a consolidated basis in accordance with GAAP.

“Continuing Director” : (a) each individual who is a director of the Borrower on the Closing Date and (b) each other director of the Borrower whose election, appointment or nomination for election by the Borrower’s stockholders was approved by a vote of at least a majority of the then Continuing Directors or by a vote of at least a majority of a committee of the Borrower’s board of directors comprised solely of Continuing Directors.

“Continuing Lenders” : as defined in Section 2.21(b) .

“Contribution” : the transfer (in one or more transactions) by ConocoPhillips and its Subsidiaries to the Borrower and its Subsidiaries of the Contribution Business.

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“Contribution Business” : certain assets, liabilities and operations of ConocoPhillips Company’s and certain of its Subsidiaries’ crude oil and petroleum products refining, marketing and transportation business, chemicals business and midstream business (along with certain related miscellaneous assets and liabilities), and the Equity Interests of certain entities holding certain of such assets, liabilities and operations.

“Control” : the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“ Debtor Relief Laws ” : the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” : any of the events specified in Article 7 , whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“Defaulting Lender” : at any time, a Lender as to which the Administrative Agent has notified the Borrower that such Lender, as reasonably determined by the Administrative Agent, has (a) failed to fund any portion of its Loans within three (3) Business Days of the date required to be funded by it hereunder, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) notified the Borrower, the Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) failed, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans, (d) otherwise failed to pay over to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not become a Defaulting Lender solely as the result of the acquisition or maintenance of an ownership interest in such Lender or its parent company, or the exercise of control over such Lender or its parent company, by a Governmental Authority or an instrumentality thereof, so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of the courts of the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Designated Arrangers” : collectively, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and RBS Securities Inc.

“Distribution” : the pro rata dividend of the Borrower’s common stock in connection with the Spin-Off substantially as described in the Registration Statement.

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“Dollar Equivalent” : at any time, with respect to an Alternate Currency Loan, a Letter of Credit or L/C Obligations denominated in an Alternate Currency, the equivalent amount thereof in Dollars as determined at such time by the Administrative Agent (or in the case by calculations made by an Issuing Bank, such Issuing Bank) on the basis of the Spot Rate.

“Dollars” and “$” : dollars in lawful currency of the United States of America.

“Domestic Office” : initially, the office of each Lender designated as such in the Administrative Questionnaire of such Lender; thereafter, such other office of such Lender, if any, located within the United States which shall be making or maintaining Reference Rate Loans.

“ Early Commitment Termination Date ”: as defined in Section 2.22(d) .

“Elective Guarantor” : a Subsidiary that becomes a Guarantor pursuant to Section 5.9(b) . A First Tier Subsidiary that is an Elective Guarantor shall cease to be an “ Elective Guarantor ” and shall become a “ Required Guarantor ” from and after the date that it becomes a wholly-owned Material Subsidiary.

“Environmental Laws” : all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Materials or to health and safety matters arising from the exposure to Hazardous Materials.

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

“Equity Interests” : with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such securities (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” : the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” : any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c)  of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ”: (a) any Reportable Event with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (c) the

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incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, other than a standard termination under Section 4041(b) of ERISA; (d) the receipt by the Borrower or any ERISA Affiliate of any notice from the PBGC of any intention of the PBGC to terminate any Plan or to appoint a trustee to administer any Plan; (e) the incurrence by the Borrower or any of its ERISA Affiliates of any Withdrawal Liability or other liability under Title IV of ERISA with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (f) the receipt by the Borrower or any ERISA Affiliate of any notice of a determination that a Multiemployer Plan is insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Eurocurrency Loans” : Eurodollar Loans and/or Alternate Currency Loans.

“Eurocurrency Rate” : with respect to each Interest Period pertaining to a Eurocurrency Loan (a) for Eurodollar Loans, the Eurodollar Rate and (b) for Alternate Currency Loans, the rate equal to the rate per annum equal to the average (rounded upwards to the nearest whole multiple of 1/16 of 1%) of the respective rates notified to the Administrative Agent by the Reference Lenders as the rate at which they are offered deposits in the Alternate Currency two Business Days prior to the beginning of such Interest Period in the interbank eurocurrency market where the foreign currency and exchange operations of the Reference Lenders are customarily conducted at or about 11:00 A.M. London time, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Alternate Currency Loan of such Reference Lender to be outstanding during such Interest Period.

“Eurodollar Loans” : Loans hereunder denominated in Dollars at such time as they are made or being maintained at a rate of interest based upon the Eurodollar Rate.

“Eurodollar Office” : initially, the office of each Lender designated as such in the Administrative Questionnaire of such Lender, and thereafter, such other office of such Lender, if any, which shall be making or maintaining Eurodollar Loans.

“Eurodollar Rate” : with respect to the Interest Period for each Eurodollar Loan, (a) the rate per annum appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period or, (b) if such rate is not available at such time for any reason, the rate per annum equal to the average (rounded upwards to the nearest whole multiple of 1/16 of 1%) of the respective rates notified to the Administrative Agent by the Reference Lenders as the rate at which they are offered Dollar deposits two Business Days prior to the beginning of such Interest Period in the London interbank market at or about 11:00 A.M., London time, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Loan of such Reference Lenders to which such Interest Period applies.

“Event of Default” : any of the events specified in Article 7 , provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

“Excluded Subsidiary Debt” : (a) Unsecured Acquired Debt and refinancings, extensions, renewals, or refundings thereof provided that the principal amount thereof is not increased (other than by amounts incurred to pay the costs of such refinancing, extension, renewal or refunding and any premiums paid in connection therewith), (b) Indebtedness that is owed by a Subsidiary to the Borrower or to another Subsidiary, (c) amounts owing by a Subsidiary pursuant to Securitization Transactions as permitted by Section 6.3(c) and (d) Indebtedness set forth on Schedule II hereto.

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“ Excluded Taxes ” : any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, state gross receipts Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18 ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.15 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.15(f) , and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Execution Date” : the date upon which this Agreement has been executed by all parties hereto and all conditions precedent set forth in Section 4.1 have been satisfied (or waived in accordance with the terms and conditions of Section 9.1 ).

“Existing Commitment Termination Date” : as defined in Section 2.21(a) .

“Extension of Commitment Termination Date Request” : as defined in Section 2.21(a) .

“ FATCA ”: the Foreign Account Tax Compliance Act under Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Effective Rate” : for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letters” : collectively, the fee letters dated January 18, 2012, executed by the Borrower in connection with this Agreement, including the fee letters in favor of the Designated Arrangers, the Joint Lead Arrangers (other than the Designated Arrangers), the Administrative Agent and J.P. Morgan Securities LLC.

“Financial Letters of Credit” : any Letter of Credit issued to any Person other than an Affiliate of the Borrower to secure the payment by any such Person of its financial obligations, or to provide counter or “back-up” guarantees in support of bank guarantees, letters of credit or other credit facilities afforded to the Borrower or any of its Subsidiaries, or to support local currency borrowings outside the United States.

“Financial Officer” : the chief financial officer, principal accounting officer, financial vice president, treasurer or controller of a Person.

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“First Tier Subsidiary” : any direct Subsidiary.

“ Foreign Lender ” : any Lender that is not a U.S. Person.

“Fronting Exposure” : at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Commitment Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Bank other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with Section 2.22(b)(iii) or (iv) , as applicable, and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Commitment Percentage of outstanding Swing Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“GAAP” : generally accepted accounting principles in the United States of America as in effect from time to time.

“Governmental Authority” : any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee” : as to any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“ Guarantee Effectiveness Date ”: the date designated as the “ Guarantee Effectiveness Date ” in the Guarantee Effectiveness Notice.

“ Guarantee Effectiveness Notice ”: a written notice from the Initial Guarantor, substantially in the form as Exhibit G , to the Administrative Agent dated as of the Closing Date stating that the Guarantee Effectiveness Date is, and the Guarantee of the Initial Guarantor hereunder is effective on, the Closing Date.

“ Guarantee Joinder ”: a Guarantee Joinder, substantially in the form as Exhibit F .

“Guarantor” : Phillips 66 Company in its capacity as the Initial Guarantor, each additional Required Guarantor (if any), and each Elective Guarantor (if any).

“Hazardous Materials” : all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“Hedging Agreement” : any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

“Hedging Obligations” : obligations in respect of Hedging Agreements.

“Indebtedness” : as to any Person, at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all Capital Lease Obligations of such Person, (e) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person ( provided , that for purposes of this clause (e) , if such Person has not assumed or otherwise become personally liable for any such Indebtedness, the amount of Indebtedness of such Person in connection therewith shall be limited to the lesser of (i) the fair market value of such asset(s) and (ii) the amount of Indebtedness secured by such Lien), (f) all Indebtedness of others Guaranteed by such Person, (g) all obligations of such Person in respect of bankers’ acceptances, (h) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument (other than trade letters of credit and documentary letters of credit), provided however that in the case of letters of credit other than Letters of Credit issued hereunder, reimbursement obligations shall not be considered Indebtedness unless they have not been reimbursed within three Business Days after becoming due, and (i) all production payments, proceeds production payments or similar obligations of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indebtedness for Borrowed Money” : as to any Person, at any date, without duplication, Indebtedness of the types referred to in clauses (a)  and (b)  of the definition of Indebtedness and Guarantees thereof.

“Indemnified Taxes ” : (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.

“Indemnitee” : as defined in Section 9.5(b) .

“ Initial Financial Statements ” : (a) unaudited pro forma combined financial statements of the Borrower and its consolidated Subsidiaries and the Contribution Business, consisting of (i) unaudited pro forma statement of income for the year ended December 31, 2011, prepared as though the Spin-Off occurred on January 1, 2011, and (ii) unaudited pro forma balance sheet as of December 31, 2011, prepared as though the Spin-Off occurred on December 31, 2011, and (b) audited combined balance sheets as of December 31, 2010 and December 31, 2011 and combined statements of income, comprehensive income, cash flows, and changes in net parent company investment for the three years ended December 31, 2011, of the Borrower and its consolidated Subsidiaries and the Contribution Business.

“Interest Payment Date” : (a) as to any Reference Rate Loan, the last day of each March, June, September and December, (b) as to any Eurocurrency Loan in respect of which the Borrower has selected an Interest Period of one, two or three months, the last day of such Interest Period, (c) as to any

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Eurocurrency Loan in respect of which the Borrower has selected an Interest Period longer than three months, each date which is three months or a whole multiple thereof, from the first day of such Interest Period and the last day of such Interest Period and (d) as to any Swing Line Loan, the last day of each March, June, September and December and on the date of payment of such Swing Line Loan.

“Interest Period” : with respect to any Eurocurrency Loan:

(a) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such Eurocurrency Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its Borrowing Request or notice of conversion, as the case may be, given pursuant to Section 2.3 or Section 2.6 ; and

(b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of continuation given pursuant to Section 2.6 ; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period pertaining to a Eurocurrency Loan would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period pertaining to a Eurocurrency Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(iii) notwithstanding anything to the contrary in this definition of “Interest Period” , no Interest Period shall end after the Commitment Termination Date; and

(iv) if the Reference Lenders determine that funds are not available to provide Alternate Currency Loans with an Interest Period of one, two, three or six months, the Borrower may request a Eurodollar Loan or a Reference Rate Loan.

“Investment Grade Rating” : as to any Person, a rating of senior long-term unsecured debt of such Person without any third-party credit enhancement of (a) BBB- or higher by S&P or (b) Baa3 or higher by Moody’s.

“IRS” : The United States Internal Revenue Service.

“Issuing Bank” : each Principal Issuing Bank, and any other Lender which, with the consent of such Lender, is designated by the Borrower by notice to the Administrative Agent and approved by the Administrative Agent, each in its capacity as issuer of any Letter of Credit.

“Joint Lead Arrangers” : collectively Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., Credit Suisse Securities (USA) LLC, DNB Markets, Inc., J.P. Morgan Securities LLC, Royal Bank of Canada and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

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“Laws” : all ordinances, statutes, rules, regulations, orders, injunctions, writs, treaties or decrees of any governmental or political subdivision or agency thereof, or of any court or similar entity established by any thereof.

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

“L/C Disbursement” : any payment made by an Issuing Bank pursuant to a Letter of Credit.

“L/C Fee Payment Date” : ten days after (a) the last day of each March, June, September and December (b) and the last day of the Commitment Period.

“L/C Obligations” : at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.20(f) ; provided that any Letter of Credit that has expired by its terms but may still be drawn upon in accordance with Rule 3.14 of the International Standby Practices, shall be deemed to be “outstanding” in the amount so remaining available to be drawn. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.5 .

“L/C Participants” : with respect to any Letter of Credit, the collective reference to all Lenders other than the Issuing Bank of such Letter of Credit.

“Lender” : each Person listed on Schedule I and any other Person that becomes a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof. Unless the context otherwise requires, the term “Lender” includes the Swing Line Lender and each Issuing Bank.

“Letter of Credit Fees” : as defined in Section 2.20(d) .

“Letters of Credit” : as defined in Section 2.20(a) .

“Lien” : with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any production payment, proceeds production payment or similar financing arrangement with respect to such asset). For the purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Loan” : a Revolving Credit Loan or Swing Line Loan as the context shall require.

“ Loan Documents ” : this Agreement, including schedules and exhibits hereto, the Fee Letters, any Guarantee Joinder, any Note, and any other document executed by the Borrower or a Guarantor that states by its terms that it is a Loan Document, and amendments, modifications or supplements thereto or waivers thereof.

“Loan Party” : each of the Borrower and each Guarantor.

“London Agency” : JPMorgan Chase Bank, N.A., acting as Administrative Agent through its Affiliate, Chase Manhattan International Limited, in London, England.

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“Material Adverse Effect” : (a) on or prior to the Closing Date, (i) a material adverse change in, or a material adverse effect upon, the business, operations, property or financial condition of the Borrower and its Subsidiaries and of the Contribution Business, taken as a whole, (ii) a material impairment of the ability of the Borrower and the Guarantors, taken as a whole, to perform their obligations under the Loan Documents, or material impairment of the ability of the Borrower to consummate the Spin-Off or (iii) material adverse effect upon the rights or remedies of the Administrative Agent and the Lenders under the Loan Documents; and (b) after the Closing Date, (i) a material adverse change in, or a material adverse effect upon, the business, operations, property or financial condition of the Borrower and its Subsidiaries, taken as a whole, (ii) a material impairment of the ability of the Borrower and the Guarantors, taken as a whole, to perform their obligations under the Loan Documents, or (iii) a material adverse effect upon the rights or remedies of the Administrative Agent and the Lenders under the Loan Documents; provided that consummation of the Transactions shall not be considered to be a material adverse change, effect or impairment.

“Material Subsidiary” : Phillips 66 Company and at any time, any Subsidiary which as of such time meets the definition of a “significant subsidiary” contained as of the date hereof in Regulation S-X of the SEC; provided that in no event shall any Subsidiary that is a Securitization Entity constitute a “ Material Subsidiary ” hereunder.

“Moody’s” : Moody’s Investors Service, Inc.

“Multiemployer Plan” : a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate (a) makes or is obligated to make contributions or (b) has any liability, including Withdrawal Liability.

“National Currency” : the currency lawfully adopted by a country as its national currency unit.

“ Net Worth ”: with respect to any Person, without duplication, the sum of such Person’s capital stock, additional paid in capital, retained earnings and any other account that, in accordance with GAAP, constitutes stockholders’ equity, less treasury stock; provided that “ Net Worth ” shall not include the liquidation value of any Preferred Equity Interests.

“Non-Defaulting Lender” : at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Guarantor Subsidiary” : a Subsidiary that is not a Guarantor.

“Note” : a Revolving Credit Note or a Swing Line Note, as the context shall require.

“Obligation Currency” : as defined in Section 9.15 .

“Obligations” : as defined in Section 10.1 .

“ Other Connection Taxes ” : with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” : all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance,

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enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18 ).

“Participant” : as defined in Section 9.6(b) .

“Patriot Act” : as defined in Section 9.19 .

“PBGC” : the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Pension Act” : the Pension Protection Act of 2006, as amended from time to time.

“ Pension Funding Rules ”: the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Sections 412 , 430 , 431 , 432 and 436 of the Code and Sections 302 , 303 , 304 and 305 of ERISA, in each case, as amended from time to time.

“Performance Letters of Credit” : any trade or documentary Letter of Credit issued to secure the performance by any Person of its obligations, or to guarantee or otherwise secure any Person’s obligations relating to a bid, advance payment or security deposit, retention release, custom and duty deferment guaranty or bond, warranty or performance bond or other guaranty.

“Permitted Changes” : with respect to any document or agreement, changes thereto or waivers or consents given thereunder that are either (a) not materially adverse to the Lenders or (b) agreed to by the Designated Arrangers. As used in this definition, a change or other matter is “materially adverse to the Lenders” if such change or other matter has had or would reasonably be expected to have a Material Adverse Effect.

“Person” : an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan” : any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Preferred Equity Interest ”: any Equity Interest that, by its terms (or the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event or circumstance either (a) matures, (b) is redeemable (whether mandatorily or otherwise) at the option of the holder thereof for any consideration other than shares of common stock or (c) is convertible or exchangeable for Indebtedness or other Preferred Equity Interests, in each case, in whole or in part, on or prior to the date that is one year after the earlier of (x) the Commitment Termination Date or (y) the date on which the Loans have been paid in full, the Commitments have terminated, all Letters of Credit have expired or terminated and all L/C Disbursements have been reimbursed.

“Pricing Grid” : the Pricing Grid attached hereto as Annex A .

“Principal Issuing Bank” : each of JPMorgan Chase Bank, N.A., The Royal Bank of Scotland plc, Bank of America, N.A., Citibank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Credit Suisse AG, Royal Bank of Canada and DNB Bank ASA, Grand Cayman Branch, each in its capacity as an issuer of Letters of Credit.

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“Priority Debt” : as defined in Section 6.3(b) .

“Purchasing Lender” : as defined in Section 9.6(c) .

“Qualified Issuer” : any commercial bank (a) which has capital and surplus in excess of $250,000,000 and (b) the outstanding long-term debt securities of which are rated at least A by S&P or at least A2 by Moody’s, or carry an equivalent rating by a nationally recognized rating agency if both of the rating agencies named herein cease publishing ratings of investments.

“ Recipient ” : (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank, as applicable.

“Reference Lenders” : initially, Bank of America, N.A., Citibank, N.A., and JPMorgan Chase Bank, N.A.; provided that the Reference Lenders may be changed in accordance with Section 2.10 .

“Reference Rate” : the highest of (a) the average of the rates of interest publicly announced by the Reference Lenders from time to time as their respective reference or prime rates, which such rates may not be the lowest rate of interest charged by such Reference Lenders, (b) the average of the overnight federal funds rate as quoted to the Administrative Agent from three brokers of recognized standing selected by the Administrative Agent for the purchase at face value of federal funds in the secondary market in an amount comparable to the outstanding principal amount of the applicable Loan, or portion thereof, and with a maturity of one day plus a margin of 1/2 of 1%, and (c) the Eurodollar Rate applicable for a one month Interest Period starting on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%. Any change in the Reference Rate due to a change in the reference rate, prime rate, federal funds rate, or the Eurodollar Rate shall be effective as of the opening of business on the effective day of such respective change.

“Reference Rate Loans” : Loans hereunder at such time as they are made or being maintained at a rate of interest based upon the Reference Rate.

“Refunded Swing Line Loans” : as defined in Section 2.19(c) .

“Register” : as defined in Section 9.6(d) .

“Registration Statement” : the Borrower’s Registration Statement on Form 10 filed with the SEC on January 3, 2012. Unless otherwise indicated in this Agreement, all references in this Agreement to the Registration Statement shall mean the Registration Statement as it may be amended from time to time.

“Reimbursement Obligation” : the obligation of the Borrower to reimburse the Issuing Bank pursuant to Section 2.20(f) for amounts drawn under Letters of Credit.

“Related Parties” : with respect to any Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Reportable Event” : a “reportable event” as that term is defined in Section 4043 of ERISA or the regulations issued thereunder.

“Requested Commitment Termination Date” : as defined in Section 2.21(a) .

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“Required Guarantor” : any wholly-owned Material Subsidiary that is a First Tier Subsidiary; collectively the “ Required Guarantors ”.

“Required Lenders” : at any time, Lenders, the Commitment Percentages of which aggregate more than 50% of the aggregate Commitments in effect at such time; provided that, if the Commitment of each Lender to make Loans and the obligation of each Issuing Bank to issue Letters of Credit have been terminated hereunder, then “ Required Lenders ” shall mean Lenders holding in the aggregate more than 50% of the Total Extensions of Credit (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided further that, the aggregate amount of the Commitments of the Defaulting Lenders and the Total Extensions of Credit of the Defaulting Lenders (with the aggregate amount of each Defaulting Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Defaulting Lender for purposes of this definition), if any, shall be excluded from the determination of Required Lenders to the extent set forth in Section 2.22(b) .

“Revolving Credit Loans” : as defined in Section 2.1(a) .

“Revolving Credit Note” : as defined in Section 2.2(e) .

“S&P” : Standard & Poor’s Ratings Services (a division of McGraw-Hill Companies, Inc.).

“Sale/Leaseback Transaction ”: an arrangement whereby the Borrower or a Subsidiary transfers property owned by it to a Person and the Borrower or a Subsidiary leases it from such Person.

“SEC” : the United States Securities and Exchange Commission, or any Governmental Authority succeeding to the functions thereof.

“Securitization Entity” : any Person engaged solely in the business of effecting Securitization Transactions and related activities.

“Securitization Indebtedness” : any Indebtedness under any Securitization Transaction that does not permit or provide recourse for principal or interest (other than Standard Securitization Undertakings) to the Borrower or any Subsidiary of the Borrower (other than a Securitization Entity) or any property or asset of the Borrower or any Subsidiary of the Borrower (other than the property or assets of a Securitization Entity or any Equity Interests or securities issued by a Securitization Entity).

“Securitization Transaction” : any transaction in which the Borrower or a Subsidiary sells or otherwise transfers accounts receivable or other rights to payment (whether existing or arising in the future) and assets related thereto (a) to one or more purchasers or (b) to a special purpose entity that (i) borrows under a loan secured by or issues securities payable from such accounts receivable or other rights to payment (or undivided interests therein) and related assets or (ii) sells or otherwise transfers such accounts receivable or other rights to payment (or undivided interests therein) and related assets to one or more purchasers, whether or not amounts received in connection with the sale or other transfer of such accounts receivable or other rights to payment and related assets to an entity referred to in clause (a)  or (b)  above would under GAAP be accounted for as liabilities on a consolidated balance sheet of the Borrower. The amount of any Securitization Transaction shall be deemed at any time to be (1) the aggregate outstanding principal or stated amount of the borrowings or securities in connection with the transactions referred to in clause (b)(i) of the preceding sentence; (2) the outstanding amount of capital invested in or unrecovered outstanding purchase price paid in connection with a transaction referred to in clause (b)(ii) of the preceding sentence; or (3) if there shall be no such principal or stated amount or outstanding capital invested or unrecovered purchase price, the uncollected amount of the accounts receivable transferred to such purchaser(s) pursuant to such Securitization Transaction net of any such accounts receivable that have been written off as uncollectible and any discount in the purchase price thereof.

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“Senior Credit Facilities” : collectively, the loans and credit facilities provided under this Agreement, the Term Loan Agreement, and the Bridge Loan Agreement (if applicable).

“Senior Debt” : the Borrower’s senior unsecured, non-credit enhanced, long term debt for which a rating has been established by Moody’s and/or S&P as provided in the Pricing Grid.

“Separation Documents” : collectively, the material agreements and documents attached as exhibits to the Registration Statement that relate to the Contribution and Distribution.

“Special Distribution” : the direct and indirect payments and distributions, whether in the form of repayment of intercompany Indebtedness and/or other distributions of cash or other property or assets, by the Borrower and its Subsidiaries to ConocoPhillips or any of its Subsidiaries on or prior to the Closing Date.

“Spin-Off” : a series of one or more transactions by ConocoPhillips and its Subsidiaries to give effect to the public spin-off of the Borrower, including the Contribution and Distribution.

“Spot Rate” : for a currency means the rate determined by the Administrative Agent (or in the case by calculations made by an Issuing Bank the rate determined by such Issuing Bank) to be the rate quoted by such Person acting in such capacity as the spot rate for the purchase by such Person of such currency with Dollars through its principal foreign exchange trading office as at 10:00 A.M. (or as near thereto as may be practicable), New York City time, two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent (or such Issuing Bank) may obtain such spot rate from the Reference Lenders, as conclusively determined by the Reference Lenders as the spot rate for the purchase by the Reference Lenders of such Alternate Currency on or as of such date on the basis of the spot exchange rate therefor in the interbank eurocurrency market where the foreign currency and exchange operations of each Reference Lender’s Alternate Currency Office are customarily conducted with respect to such Alternate Currency as at 10:00 A.M. (or as near thereto as may be practicable), New York City time, on or as of such date.

“Standard Securitization Undertakings” : any representations, warranties, servicer obligations, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower of a type that are reasonably customary in securitizations.

“Subsidiary” : with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, all references herein to a “ Subsidiary ” or to “ Subsidiaries ” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantee” : as defined in Section 10.1 .

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“Swing Line Commitment” : as to the Swing Line Lender, its obligation to make Swing Line Loans to the Borrower pursuant to Section 2.19 in an aggregate amount not to exceed, at any one time outstanding, $300,000,000, as such amount may change from time to time as provided herein.

“Swing Line Lender” : as defined in Section 2.19(a) .

“Swing Line Loan” : as defined in Section 2.19(a) .

“Swing Line Note” : as defined in Section 2.19(b) .

“Swing Line Participation Amount” : as defined in Section 2.19(e) .

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

“Term Loan Agreement” : the Term Loan Agreement, dated as of the date hereof, by and among the Borrower, the Initial Guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and financial institutions from time to time parties thereto.

“Terminating Lender” : as defined in Section 2.21(a) .

“Ticking Fee” : as defined in Section 2.8(a) .

“Total Capitalization” : at the date of any determination thereof, the sum of (a) Consolidated Net Debt plus (b) Consolidated Net Worth plus (c) the involuntary liquidation value of any Preferred Equity Interests.

“Total Extensions of Credit” : at any time, the aggregate amount of the Loans and L/C Obligations outstanding at such time.

“Tranche” : the collective reference to Eurodollar Loans and Alternate Currency Loans, the Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not the Loans comprising any such Tranche were originally made on the same day).

“Transactions” : the Contribution, the Special Distribution, the Distribution, the execution and delivery of the Bridge Loan Agreement, this Agreement and the Term Loan Agreement, and the incurrence of Indebtedness by the Borrower and the Guarantors on or before the Closing Date under the Bridge Loan Agreement (if applicable), under the Term Loan Agreement and under this Agreement.

“Transfer Effective Date” : as defined in each Assignment and Assumption.

“Transferee” : as defined in Section 9.6(g) .

“Type” : as to any Revolving Credit Loan, its nature as a Reference Rate Loan, a Eurodollar Loan or an Alternate Currency Loan, and as to any Swing Line Loan, its nature as an ASK Rate Loan or an ABR Loan.

“ Unsecured Acquired Debt” : unsecured Indebtedness of a Person that (a) exists at the time such Person becomes a Subsidiary as a result of an acquisition, merger or other combination, in each case, consummated after the Closing Date, or at the time such Person is merged or consolidated with or into, or otherwise acquired by, a Subsidiary, in each case, after the Closing Date, or (b) is assumed in connection

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with the acquisition of assets after the Closing Date; provided that, (x) in each case, such unsecured Indebtedness was not incurred or granted in contemplation of such acquisition, merger, or other combination, and (y) in no event shall such unsecured Indebtedness exceed the value of the Person or property so acquired.

“ U.S. Person ” : a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” : as defined in Section 2.15(f)(ii)(B)(3) .

“Voting Stock” : capital stock of the Borrower that is entitled to vote in the election of the board of directors of the Borrower (other than any such capital stock having such rights only upon the occurrence of a contingency that has not yet occurred).

“Withdrawal Liability” : liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.2 Other Definitional Provisions .

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any other Loan Document or any certificate or other document made or delivered pursuant hereto.

(b) As used herein and in any other Loan Document, and in any certificate or other document made or delivered pursuant hereto, (i) the words “include” , “includes” and “including” shall be deemed to be followed by the phrase “without limitation” , (ii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, capital stock, securities, revenues, accounts, leasehold interests and contract rights, (iv) references to agreements shall, unless otherwise specified, be deemed to refer to such agreements as amended, supplemented, restated or otherwise modified from time to time, and (v) any reference herein to any Person shall be construed to include such Person’s successors and assigns.

(c) The words “hereof” , “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, schedule and exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) Provisions of this Agreement related to Alternate Currency Loans and Letters of Credit denominated in Alternate Currencies shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify (after consultation with the Borrower) to be appropriate to reflect (i) the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro, and/or (ii) a change in currency of any country (including any member state of the European Union that elects to discontinue use of the Euro) and any relevant market conventions or practices relating to the change in currency.

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Section 1.3 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein.

Section 1.4 Alternate Currencies .

(a) The Borrower may from time to time request that a currency (other than Dollars) constitute an Alternate Currency hereunder so long as such requested currency otherwise meets the definition of Alternate Currency. In order for any such currency to constitute an Alternate Currency hereunder, the Borrower shall have requested and each of the Lenders shall have agreed that Alternate Currency Loans may be made and/or Letters of Credit may be issued hereunder in such requested currency in accordance with the terms of this Section 1.4 (it being understood that a currency may constitute an Alternate Currency hereunder for the purpose of issuing a Letter of Credit but not for the purpose of making a Eurocurrency Loan, and vice versa).

(b) Any such request shall be made to the Administrative Agent not later than ten Business Days prior to the date of the desired Alternate Currency Loan or Letter of Credit. The Administrative Agent shall promptly notify each Lender thereof. Each Lender shall notify the Administrative Agent, not later than 11:00 A.M., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternate Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender to permit Alternate Currency Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent to making Alternate Currency Loans and to the Issuing Banks issuing Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternate Currency hereunder for so long as such currency satisfies the other provisions in the definition of “Alternate Currency.” If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.4 , the Administrative Agent shall promptly so notify the Borrower.

(d) Notwithstanding the foregoing, with respect to any Alternate Currency, if the Required Lenders notify the Administrative Agent that (i) 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, (ii) such country’s currency is no longer readily available or freely traded or (iii) a Dollar Equivalent is not readily calculable (each of clause (i) , (ii)  and (iii) , a “ Disqualifying Event ”), then the Administrative Agent shall promptly notify the Lenders and the Borrower, and such currency shall no longer be an Alternate Currency until such time as the Disqualifying Event(s) no longer exist, but in any

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event within five (5) Business Days of receipt of such notice from the Administrative Agent, the Borrower shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into Loans in Dollars or another Alternate Currency, subject to the other terms contained in Article 2 .

(e) Wherever in this Agreement in connection with a borrowing, making of an Alternate Currency Loan, conversion, continuation or prepayment of an Alternate Currency Loan or the issuance, amendment or extension of a Letter of Credit denominated in an Alternate Currency, an amount, such as a required minimum or multiple amount, is expressed in Dollars, such amount shall be the relevant Alternate Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternate Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be.

Section 1.5 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE 2. AMOUNT AND TERMS OF COMMITMENTS

Section 2.1 Revolving Credit Loans .

(a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans ( “Revolving Credit Loans” ) in Dollars and in Alternate Currency to the Borrower from time to time during the period from and including the Closing Date to but not including such Lender’s Commitment Termination Date in an aggregate principal amount (or the Dollar Equivalent thereof, in the case of the Alternate Currency Loans) at any one time outstanding which, when added to such Lender’s Commitment Percentage of the sum of (i) the aggregate principal amount of the Swing Line Loans then outstanding and (ii) the L/C Obligations then outstanding (or the Dollar Equivalent thereof, in the case of L/C Obligations denominated in an Alternate Currency), does not exceed the amount of such Lender’s then current Commitment, provided that the aggregate amount of the Total Extensions of Credit outstanding (or the Dollar Equivalent thereof, in the case of Alternate Currency Loans or L/C Obligations denominated in an Alternate Currency) shall not at any time exceed the aggregate amount of the Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may use the Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.

(b) The Revolving Credit Loans may from time to time be (i) Eurodollar Loans, (ii) Reference Rate Loans, (iii) Alternate Currency Loans or (iv) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.3 or Section 2.6 , provided that, no Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the last occurring Commitment Termination Date. Eurodollar Loans shall be made by each Lender at its Eurodollar Office, Alternate Currency Loans shall be made by each Lender at its Alternate Currency Office and Reference Rate Loans shall be made by each Lender at its Domestic Office.

Section 2.2 Repayment of Loans; Evidence of Indebtedness .

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of the Revolving Credit Loans made by such Lender on such Lender’s Commitment Termination Date (or such earlier date on which the Revolving

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Credit Loans become due and payable pursuant to Section 2.5 or Article 7 ). The Borrower hereby further agrees to pay interest on the unpaid principal amount of its Revolving Credit Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9 .

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain the Register pursuant to Section 9.6(d) , and a subaccount therein for each Lender in which there shall be recorded (i) the amount of each Loan made hereunder, the Type thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.2(b) shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A with appropriate insertions as to principal amount (each, a “Revolving Credit Note” ).

Section 2.3 Procedure for Revolving Credit Borrowing .

(a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent a Borrowing Request, which Borrowing Request shall be irrevocable, (i) prior to 1:00 P.M., New York City time, four Business Days prior to the requested Borrowing Date, in the case of Alternate Currency Loans, (ii) prior to 1:00 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans and (iii) prior to 12:00 P.M., New York City time, on the requested Borrowing Date, in the case of Reference Rate Loans, specifying (A) the amount to be borrowed, (B) the requested Borrowing Date, (C) whether the borrowing is to be a Eurodollar Loan, an Alternate Currency Loan, a Reference Rate Loan or a combination thereof and (D) the length of the Interest Period for each Eurodollar Loan or Alternate Currency Loan included in such Borrowing Request. Each borrowing under the Commitments shall be in an aggregate principal amount of the lesser of (1) $10,000,000 (or Dollar Equivalent thereof, in the case of Alternate Currency Loans) or a whole multiple of $5,000,000 in excess thereof (or Dollar Equivalent thereof, in the case of Alternate Currency Loans) (or, in the case of any borrowing to be used solely to pay a like amount of outstanding Swing Line Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof), and (2) the then Available Commitments.

(b) Upon receipt of such Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each Lender thereof (but in any event no later than (i) the date of receipt of such Borrowing Request from the Borrower, in the case of Eurodollar Loans and Alternate Currency Loans and (ii) 12:30 P.M., New York City time, on the requested Borrowing Date in the case of Reference Rate

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Loans). If such request is to make Alternate Currency Loans, the Administrative Agent shall determine, which determination shall be conclusive, the Dollar Equivalent of the requested Alternate Currency Loan and shall include such determination in such notice to the Lenders and shall give the Borrower notice of such determination. Each Lender will make the amount of its Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower (x) at the office of the Administrative Agent set forth in Section 9.2 prior to (1) 2:00 P.M., New York City time, in the case of Reference Rate Loans, and (2) 12:00 P.M., New York City time, in the case of Eurodollar Loans and (y) at an account designated by the Administrative Agent maintained in London, England prior to 11:00 A.M., New York City time, in the case of Alternate Currency Loans, in each case on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent (in Dollars, in the case of Reference Rate Loans and Eurodollar Loans, or in the Alternate Currency, in the case of Alternate Currency Loans). The proceeds of all such Revolving Credit Loans will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the Administrative Agent, or such other account of the Borrower as shall have been designated by the Borrower to the Administrative Agent, with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

(c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a proposed Borrowing Date (or, in the case of any borrowing of Reference Rate Loans, prior to 1:00 P.M., New York City time on the proposed Borrowing Date) that such Lender will not make available to the Administrative Agent the amount which would constitute its Commitment Percentage of the borrowing on such Borrowing Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower an amount equal to such Lender’s Commitment Percentage of the borrowing on such Borrowing Date. The Administrative Agent shall notify the Borrower as promptly as practicable if such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent on such Borrowing Date. If such amount is made available to the Administrative Agent on a date after such Borrowing Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Lender’s Commitment Percentage of such borrowing ( minus the amount, if any, which such Lender has made available to the Administrative Agent), times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Lender’s Commitment Percentage of such borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be prima facie evidence of the accuracy of the information set forth therein, absent manifest error. If such Lender’s Commitment Percentage of such borrowing is not in fact made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover the amount of such Lender’s Commitment Percentage of such borrowing ( minus the amount, if any, which such Lender had made available to the Administrative Agent) on demand from the Borrower with interest thereon (A) for the period from and including such Borrowing Date to the date one day after such demand, at a rate per annum equal to the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent and calculated on the basis of a 360-day year for the actual days elapsed and (B) thereafter, at the rate per annum applicable to Reference Rate Loans hereunder. Nothing contained in this Section 2.3(c) shall prejudice in any manner whatsoever any right or remedy of the Borrower against such Lender.

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Section 2.4 Termination or Reduction of Commitments; Increase of Commitments .

(a) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount thereof, provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the then outstanding Total Extensions of Credit (or the Dollar Equivalent, in the case of Alternate Currency Loans or L/C Obligations denominated in an Alternate Currency) would exceed the amount of the Commitments then in effect. Any such reduction shall be in an amount of $10,000,000, or a whole multiple of $5,000,000 in excess thereof, and shall reduce permanently the amount of such Commitments then in effect.

(b) Upon the occurrence of an “ Early Payment Date ” under, and as defined in, the Term Loan Agreement or the Bridge Loan Agreement, the Commitments shall automatically terminate.

(c) The Borrower shall have the right, upon notice to the Administrative Agent and without the consent of the Lenders ( provided that no Lender’s Commitment shall be increased without such Lender’s consent, which consent may be given or withheld in such Lender’s sole and absolute discretion), to cause from time to time an increase in the aggregate Commitments of the Lenders (i) by adding one or more additional Lenders, each with its own additional Commitment, and any such additional Lenders must be approved by the Administrative Agent, the Issuing Banks, and the Swing Line Lender (such approvals not to be unreasonably withheld or delayed) and shall become a party as a “Lender” and assume obligations and acquire rights as such additional Lender would have assumed and/or acquired had such additional Lender been an original Lender, or (ii) by allowing one or more existing Lenders to increase their respective Commitments; provided that no such increase provided for in clauses (i)  and (ii)  above shall be permitted if (A) any Event of Default then exists and is continuing or (B) the aggregate Commitments immediately after giving effect to such increases would exceed $5,000,000,000. Each such increase shall be in a minimum amount of $25,000,000 and integral multiples of $5,000,000.

Section 2.5 Prepayments .

(a) The Borrower may at any time and from time to time prepay the Revolving Credit Loans and the Swing Line Loans, in whole or in part, without premium or penalty, upon irrevocable written notice delivered to the Administrative Agent at least three Business Days’ prior thereto in the case of Eurocurrency Loans and at least one Business Day prior thereto in the case of Reference Rate Loans or Swing Line Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Currency Loans, Reference Rate Loans, Swing Line Loans or a combination thereof, and if of a combination thereof, the amount of prepayment allocable to each. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Reference Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid and any amounts payable pursuant to Section 2.16 .

(b) If, after giving effect to any termination or reduction of the Commitments pursuant to Section 2.4 , Section 2.21 or Section 2.22(d) , the aggregate outstanding principal amount of the Total Extensions of Credit exceeds the Commitments as so reduced, the Borrower shall, simultaneously with any such termination or reduction of the Commitments, pay or prepay the Revolving Credit Loans and the Swing Line Loans in an amount equal to such excess, together with interest thereon accrued to such date of payment or prepayment and any amount payable pursuant to Section 2.16 ; provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, Cash Collateralize outstanding Letters of Credit in an amount equal to such excess to be held as provided in Section 2.20(k) .

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(c) If (i) on the fourth Business Day prior to (x) any Interest Payment Date for any Revolving Credit Loan when any Alternate Currency Loan is outstanding, or if no Alternate Currency Loans are outstanding, any Letter of Credit denominated in an Alternate Currency is outstanding, or (y) any L/C Fee Payment Date, the aggregate principal amount of the Total Extensions of Credit outstanding (in the case of Alternate Currency Loans and L/C Obligations denominated in an Alternate Currency such principal amount being the Dollar Equivalent thereof on such fourth Business Day as determined by the Administrative Agent, which determination shall be conclusive absent manifest error) exceeds the aggregate Commitments or (ii) the Administrative Agent at the request of any Lender (which request may be made at any time an Alternate Currency Loan or Letter of Credit denominated in an Alternate Currency is outstanding) shall notify the Borrower that the aggregate principal amount of the Total Extensions of Credit outstanding (in the case of Alternate Currency Loans and L/C Obligations denominated in an Alternate Currency such principal amount being the Dollar Equivalent thereof on such date as determined by the Administrative Agent, which determination shall be conclusive absent manifest error) exceeds an amount equal to 102% the aggregate Commitments, then on such Interest Payment Date, L/C Fee Payment Date or within four Business Days of the Borrower’s receipt of such notice, as applicable, the Borrower shall prepay Revolving Credit Loans and Swing Line Loans in an amount equal to such excess. The Borrower shall specify whether such prepayment is of Alternate Currency Loans, Eurodollar Loans, Reference Rate Loans, Swing Line Loans or a combination thereof, and if of a combination thereof, the amount of prepayment allocable to each. If the Borrower fails to so specify, and there is more than one Type of Revolving Credit Loan, the amount prepaid shall be applied first to outstanding Alternate Currency Loans, then to outstanding Eurodollar Loans, then to outstanding Reference Rate Loans and last to outstanding Swing Line Loans. If the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, Cash Collateralize outstanding Letters of Credit in an amount equal to such excess to be held as provided in Section 2.20(k) .

Section 2.6 Conversion and Continuation Options . With respect to Revolving Credit Loans:

(a) The Borrower may elect from time to time to convert its Eurocurrency Loans to Reference Rate Loans by giving the Administrative Agent prior irrevocable notice of such election by 11:00 A.M. on a Business Day, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert its Eurodollar Loans or Reference Rate Loans to Alternate Currency Loans by giving the Administrative Agent at least four Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert its respective Reference Rate Loans or Alternate Currency Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election, provided that any such conversion of Alternate Currency Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurocurrency Loans shall specify the length of the Interest Periods therefor and, in the case of Eurocurrency Loans, the requested Type thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurocurrency Loans and Reference Rate Loans may be converted as provided herein, provided that no Revolving Credit Loan may be converted into a Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders in their sole discretion, notifies the Borrower such conversions shall not be permitted, (ii) if, after giving effect thereto, Section 2.7 would be contravened, or (iii) after the date that is one month prior to the last occurring Commitment Termination

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Date; provided further , that if such conversion is not permitted pursuant to the preceding proviso and the applicable Eurocurrency Loan is not repaid, such Revolving Credit Loans shall automatically be converted to Reference Rate Loans on the last day of such then expiring Interest Period.

(b) Any Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in accordance with the appropriate notification provisions therefor set forth in Section 2.6(a) , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversions, (ii) if, after giving effect thereto, Section 2.7 would be contravened, (iii) if such Eurocurrency Loan is denominated in a currency that no longer constitutes an Alternate Currency, or (iv) after the date that is one month prior to the Commitment Termination Date; provided further , that if the Borrower shall fail to give any required notice as described above in this Section 2.6 or if such continuation is not permitted pursuant to the preceding proviso, such Revolving Credit Loans shall automatically be converted to Reference Rate Loans (denominated in Dollars if such continuation is not permitted pursuant to clause (iii)  of the preceding proviso) on the last day of such then expiring Interest Period.

(c) The conversion or continuation of Loans as herein provided shall not constitute the making of new Loans hereunder.

Section 2.7 Maximum Number of Tranches . All borrowings, conversions and continuations of Loans and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, there shall be no more than twenty Tranches outstanding at any one time.

Section 2.8 Fees .

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a non-refundable ticking fee (the “Ticking Fee” ) from and including April 17, 2012 to, but excluding, the earlier of (i) the Closing Date and (ii) the date upon which all of the Commitments have expired or been terminated, computed at the rate per annum set forth on the Pricing Grid on the average daily amount of the Commitment of such Lender during the period for which payment is made. Such Ticking Fees shall be payable on the earlier of (x) the Closing Date and (y) the date upon which all of the Commitments have expired or been terminated.

(b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender (subject to Section 2.22(b)(i) ) a non-refundable commitment fee (the “Commitment Fee” ) from and including the first day of the Commitment Period to such Lender’s Commitment Termination Date, computed at the rate per annum set forth on the Pricing Grid on the average daily amount of the Available Commitment of such Lender (using the Dollar Equivalent of any Alternate Currency Loans then outstanding) during the period for which payment is made. Such Commitment Fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on such Lender’s Commitment Termination Date or such earlier date as the Commitment of such Lender shall terminate as provided herein, commencing on the first of such dates to occur after the Closing Date.

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, an administrative agent’s fee set forth in the Fee Letter between the Borrower and the Administrative Agent.

(d) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender, the upfront fees set forth in the Fee Letters among the Borrower and the Joint Lead Arrangers.

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Section 2.9 Interest Rate .

(a) Each Eurocurrency Loan shall bear interest for the Interest Period applicable thereto on the unpaid principal amount thereof at a rate per annum equal to the Eurocurrency Rate determined for such Interest Period plus the Applicable Margin.

(b) Each Reference Rate Loan shall bear interest for each day on the unpaid principal amount thereof at a fluctuating rate per annum equal to the Reference Rate for such day plus the Applicable Margin.

(c) Each Swing Line Loan shall bear interest on the unpaid principal amount thereof at a rate equal to the sum of (i) the ASK Rate or ABR as elected by the Borrower pursuant to Section 2.19(a) plus (ii) (A) if such Swing Line Loan is an ASK Rate Loan, the Applicable Margin for Eurodollar Loans or (B) if such Swing Line Loan is an ABR Loan, the Applicable Margin for Reference Rate Loans.

(d) If all or a portion of the principal amount of any Loan or Reimbursement Obligation or if all or a portion of any interest payable on any Loan or any fee or other amount payable by the Borrower hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall, without limiting the rights of any Lender under Article 7 , bear interest at a rate per annum which is (i) in the case of overdue principal, 2% above the rate which would otherwise be applicable pursuant to Section 2.9(a) , (b) or (c) and (ii) in the case of any other overdue amount, 2% above the rate described in Section 2.9(b) , in each case from the date of nonpayment until such amount is paid in full (as well after as before judgment); provided that if such overdue principal amount is of Eurocurrency Loans and the due date therefor is other than the last day of the Interest Period with respect thereto, such Eurocurrency Loans shall bear interest from the date that such principal amount was due to the last day of such Interest Period at a rate per annum which is 2% above the rate which would otherwise be applicable pursuant to clause (a) of this Section 2.9 .

(e) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to clause (d) of this Section 2.9 shall be payable from time to time on demand.

Section 2.10 Computation of Interest and Fees .

(a) Interest in respect of the Reference Rate Loans and the Swing Line Loans (other than ASK Rate Loans) shall be calculated on the basis of a 365 (or 366, as the case may be) day year for the actual days elapsed. Commitment Fees, Ticking Fees and interest in respect of ASK Rate Loans and Eurocurrency Loans shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the Reference Rate, the ABR, the ASK Rate or the Applicable Margin shall become effective as of the opening of business on the day on which such change in the ABR, the ASK Rate or Reference Rate is announced or such Applicable Margin changes as provided herein, as the case may be. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change.

(b) Each determination of an interest rate by the Administrative Agent or the Swing Line Lender, as applicable, pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, upon the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.9(a) .

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(c) If any Reference Lender’s Commitment shall terminate or all of its Loans are assigned to another Person for any reason whatsoever, such Reference Lender shall thereupon cease to be a Reference Lender. If for any reason there shall cease to be at least three Reference Lenders, then the Administrative Agent (with the consent of the Borrower) shall by notice to the Borrower and the Lenders designate another Lender as a Reference Lender so that there shall at all times be at least three Reference Lenders; provided that each Reference Lender must be a Lender.

(d) Each Reference Lender shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be unable or otherwise fails to supply such rates to the Administrative Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Lenders or Reference Lender.

(e) The Borrower may, not more than once in each calendar year, change one or more of the Reference Lenders in accordance with this Section 2.10(e) ; provided that each Reference Lender must be a Lender. In order to effect such change, the Borrower shall give notice to the Administrative Agent (which shall promptly transmit such notice to each Lender) that, commencing with (x) each Interest Period beginning not less than 10 Business Days after receipt by the Administrative Agent of such notice with respect to Eurocurrency Loans and (y) the first day of the first calendar month beginning not less than 10 Business Days after receipt by the Administrative Agent of such notice with respect to Reference Rate Loans, the Reference Lenders shall be changed to the Lenders specified in such notice.

Section 2.11 Inability to Determine Interest Rate; Illegality .

(a) Inability to Determine Interest Rate . In the event that prior to the first day of any Interest Period with respect to a Eurocurrency Loan:

(i) if a Eurodollar Loan, none of the Reference Lenders is able to obtain bids for its Dollar deposits for such Interest Period in the manner contemplated by the term “Eurodollar Rate” or, if an Alternate Currency Loan, none of the Reference Lenders is able to obtain bids for its deposits of the Alternate Currency for such Interest Period in the manner contemplated by clause (b)  of the term “Eurocurrency Rate” ; or

(ii) the Administrative Agent shall have received notice from Lenders constituting the Required Lenders that the interest rate determined pursuant to Section 2.9(a) for such Interest Period does not accurately reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period,

with respect to a Loan that is to be made as or converted to or continued as a Eurodollar Loan or an Alternate Currency Loan, the Administrative Agent shall forthwith give telecopy or telephonic notice ( provided that any telephonic notice shall be promptly confirmed in writing) of such determination to the Borrower and each Lender at least one day prior to the relevant Borrowing Date, conversion date or continuation date for such Eurodollar Loan or Alternate Currency Loan. If such notice is given, (x) any Loan that is to be made as or converted to or continued as a Eurodollar Loan shall be made as or converted to a Reference Rate Loan and (y) any Loan that is to be made as or converted to or continued as an Alternate Currency Loan shall be made as a Eurodollar Loan, having an Interest Period of one month, if available, and otherwise shall be made as or converted to a Reference Rate Loan. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Alternate Currency Loans, as applicable, shall be made or continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans or Alternate Currency Loans, as applicable.

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(b) Illegality . Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its applicable lending office to honor its obligation to make or maintain Eurocurrency Loans either generally or having a particular Interest Period hereunder, then (a) such Lender shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to make such Eurocurrency Loans shall be suspended (the “ Affected Loans ”) until such time as such Lender may again make and maintain such Eurocurrency Loans and (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as Reference Rate Loans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender then outstanding shall be automatically converted into Reference Rate Loans on the date specified by such Lender in such notice) and, to the extent that Affected Loans are so made as (or converted into) Reference Rate Loans, all payments of principal which would otherwise be applied to such Lender’s Affected Loans shall be applied instead to its Reference Rate Loans.

Section 2.12 Pro Rata Treatment and Payments .

(a) Each borrowing of Loans by the Borrower (except for Swing Line Loans) from the Lenders hereunder and, except as otherwise provided by Section 2.21 and Section 2.22 , each payment by the Borrower on account of any fee payable hereunder in respect of the Commitments and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Commitment Percentages of the Lenders. Except as otherwise provided in Section 2.21 or Section 2.22 , each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans (except for Swing Line Loans) shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans then held by the Lenders.

(b) The Borrower expressly agrees that in all cases where an Alternate Currency Loan is outstanding its primary obligation is to make payments of principal and interest thereon in the Alternate Currency. Notwithstanding the foregoing, to the extent the Borrower is required hereunder to pay in Dollars any Eurocurrency Loan denominated in a currency other than Dollars, such amount shall be paid in Dollars using the Dollar Equivalent of the Eurocurrency Loan (calculated based upon the Dollar Equivalent in effect on the date of payment thereof). Where an Alternate Currency Loan is outstanding, for the purpose of the Administrative Agent making calculations which, pursuant to this Agreement, are to be made in Dollars (including, but without prejudice to the generality of the foregoing, calculation of Commitment Fees and the amount of the Available Commitments), such calculations shall be made in Dollars by reference to the Dollar Equivalent of such Alternate Currency Loan in effect as of the date of any determination thereof.

(c) All payments (including prepayments) to be made by the Borrower hereunder and under any other Loan Documents, whether on account of principal, interest and fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 12:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office set forth in Section 9.2 , in lawful money of the United States of America (except with respect to Alternate Currency Loans, which shall be payable in lawful money of the Alternate Currency and at the Administrative Agent’s London Agency office) and in immediately available funds. Any amounts received after such time on any date shall be deemed to have been received on the next succeeding Business Day for the purposes of calculating interest thereon. The Administrative Agent shall distribute such payments to each Lender to its Eurodollar Office, Alternate Currency Office or Domestic Office, as applicable, promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar

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month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed L/C Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties.

(e) Notwithstanding the foregoing provisions of this Section 2.12 , if, after the making of any Eurocurrency Loan in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which such Eurocurrency Loan was made (the “ Original Currency ”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders or any Issuing Bank, as applicable, 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 Equivalent (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.

Section 2.13 Payments by the Borrower . Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, and each Lender severally agrees to repay forthwith on demand, such amount with interest thereon at the rate per annum equal to the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent and calculated on the basis of a 360-day year for the actual days elapsed. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Section 2.14 Other Costs; Increased Costs .

(a) The Borrower agrees to pay to each Lender which requests compensation under this Section 2.14 (by notice to the Borrower), on the last day of each Interest Period with respect to any Eurocurrency Loan made or maintained by such Lender, so long as such Lender shall be required to maintain reserves against “ Eurocurrency liabilities ” under Regulation D of the Board of Governors of the Federal Reserve System (or, so long as such Lender may be required by such Board of Governors or by any other Governmental Authority to maintain reserves against any other category of liabilities which includes deposits by reference to which the interest rate on Eurocurrency Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes any Eurocurrency Loans), an additional amount (determined by such Lender and notified to the Borrower) representing such Lender’s calculation or, if an accurate calculation is impracticable, reasonable estimate (using such reasonable means of allocation as such Lender shall determine) of the actual costs, if any, incurred by such Lender during such Interest Period as a result of the applicability of the foregoing reserves to such Eurocurrency Loans, which amount in any event shall not exceed the product of the following for each day of such Interest Period:

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(i) the principal amount of the Eurocurrency Loans made or maintained by such Lender to which such Interest Period relates outstanding on such day; and

(ii) the difference between (x) a fraction the numerator of which is the Eurocurrency Rate (expressed as a decimal) applicable to such Eurocurrency Loan and the denominator of which is one minus the maximum rate (expressed as a decimal) at which such reserve requirements are imposed by such Board of Governors or other Governmental Authority on such date minus (y) such numerator; and

(iii) a fraction the numerator of which is one and the denominator of which is 360.

(b) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender;

(ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b)  through (d)  of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then, upon the request of such Lender, Issuing Bank, or other Recipient, the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(c) If any Lender determines in good faith that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, as applicable, or the Letters of Credit issued by such Lender (in its capacity as an Issuing Bank), to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered; provided that such Lender or such Issuing Bank is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or such Issuing Bank has the right under such similar credit facilities to do so) with respect to such Change in Law regarding capital or liquidity requirements.

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(d) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in clause   (b) or (c) of this Section 2.14 shall be delivered to such Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(e) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.14 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.15 Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15 ) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower . The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for, the payment of Other Taxes.

(c) Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.15 , such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrower . The Borrower shall indemnify each Recipient, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (e) .

(f) Status of Lenders .

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of any such non-U.S. documentation (other than such documentation set forth in Section 2.15(f)(ii)(A) , (ii)(B) and (ii)(D)  below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN (or successor form) establishing an exemption from, or reduction of, U.S. Federal

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withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN (or successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI (or successor form);

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN (or successor form); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-3 or Exhibit H-4 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of additional amounts pursuant to this Section 2.15 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g) , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.15 shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.16 Indemnity . The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of:

(a) failure by the Borrower to make a payment when due of the principal amount of or interest on any Eurocurrency Loans of such Lender;

(b) failure by the Borrower to borrow Eurocurrency Loans after the Borrower has given a Borrowing Request requesting the same in accordance with Section 2.3 ;

(c) failure by the Borrower to make a conversion into or continuation of Eurocurrency Loans after the Borrower has given a notice requesting the same in accordance with Section 2.6 ;

(d) failure by the Borrower to make any prepayment of Eurocurrency Loans after the Borrower has given notice of the same in accordance with Section 2.5(a) ;

(e) the making of any conversion or prepayment of Eurocurrency Loans on a day which is not the last day of the Interest Period with respect thereto; and

(f) any assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18 ;

including in each case any such loss or expense arising from the reemployment of funds obtained by it to maintain its Eurocurrency Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained and any foreign exchange losses actually incurred. If a Lender becomes entitled to

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claim any amounts pursuant to this Section 2.16 , it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. A certificate as to any amounts payable pursuant to this Section 2.16 and setting forth in reasonable detail the basis for such claim, submitted by such Lender (through the Administrative Agent) to the Borrower, shall be conclusive in the absence of manifest error.

Section 2.17 Mitigation Obligations . If any Lender requests compensation under Section 2.14 , 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 2.15 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.15 , as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 2.18 Replacement of Lenders . If any Lender requests compensation under Section 2.14 , or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lenders pursuant to Section 2.15 , or if any Lender is a Defaulting Lender, or if any Lender fails to execute and deliver any amendment, consent or waiver to any Loan Document requested by the Borrower by the date specified by the Borrower (or gives the Borrower or the Administrative Agent written notice prior to such date of its intention not to do so), or if any Lender shall fail to agree to extend the Commitment Termination Date pursuant to Section 2.21 , 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, without recourse (in accordance with and subject to the restrictions contained in Section 9.6 ), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, each Issuing Bank and the Swing Line Lender, which consents shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee or the Borrower, as applicable, (iii) if any such Lender is an Issuing Bank and any Letters of Credit issued by such Issuing Bank under this Agreement remain outstanding, the Borrower shall deposit cash collateral with such Issuing Bank in an amount equal to the aggregate face amount of such Letters of Credit upon terms reasonably satisfactory to such Issuing Bank to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements satisfactory to such Issuing Bank with respect to such Letters of Credit, including other credit support, (iv) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.15 , such assignment will result in a reduction in such compensation or payments, and (v) in the case of any assignment resulting from a Lender failing to execute and deliver any amendment, consent or waiver requested by the Borrower, the applicable amendment, consent or waiver has been approved by the Required Lenders.

Section 2.19 Swing Line Commitments .

(a) Subject to the terms and conditions hereof, JPMorgan Chase Bank, N.A. (in such capacity, the “Swing Line Lender” ) agrees to make swing line loans (individually, a “Swing Line Loan” ; collectively, the “Swing Line Loans” ) in Dollars to the Borrower from time to time on any Business Day during the period from the Closing Date to the Commitment Termination Date of the Swing Line Lender in

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an aggregate principal amount at any one time outstanding not to exceed the Swing Line Commitment, provided that at no time may the aggregate principal amount of the Total Extensions of Credit exceed the aggregate amount of the Commitments. During the Commitment Period, the Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (i) ABR Loans, (ii) ASK Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance herewith and shall not be entitled to be converted into Eurocurrency Loans or Reference Rate Loans. The Borrower shall give the Swing Line Lender irrevocable written notice (which notice must be received by such Swing Line Lender prior to (x) 3:00 P.M., New York City time, in the case of ABR Loans and (y) 2:00 P.M., New York City time, in the case of ASK Rate Loans), on the requested Borrowing Date specifying the Type and amount of the requested Swing Line Loan which shall be in a minimum amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof. The proceeds of all such Swing Line Loans will then be made available to the Borrower by the Swing Line Lender by crediting the account of the Borrower on the books of the Swing Line Lender, or such other account of the Borrower as shall have been designated by the Borrower to the Swing Line Lender.

(b)   (i) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan on the Commitment Termination Date (or such earlier date on which the Swing Line Loans become due and payable pursuant to Article 7 ). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Swing Line Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9 .

(ii) The Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to the Swing Line Lender resulting from each Swing Line Loan from time to time, including the amounts of principal and interest payable and paid to the Swing Line Lender from time to time under this Agreement.

(iii) The Administrative Agent shall maintain the Register pursuant to Section 9.6(d) , and a subaccount therein for the Swing Line Lender, in which shall be recorded (i) the amount of each Swing Line Loan made hereunder and the Type thereof, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the Swing Line Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower for the account of the Swing Line Lender.

(iv) The entries made in the Register and the account of the Swing Line Lender maintained pursuant to Section 2.19(b)(ii) shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of the Swing Line Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans made the Borrower by the Swing Line Lender in accordance with the terms of this Agreement.

(v) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, the Borrower will execute and deliver to the Swing Line Lender a promissory note of the Borrower evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a “Swing Line Note” ).

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(c) The Swing Line Lender in its sole and absolute discretion may, at any time as there shall be a Swing Line Loan outstanding for more than 10 Business Days, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender (in accordance with the notice provisions under Section 2.3 ), including the Swing Line Lender, to make a Revolving Credit Loan that is a Eurodollar Loan with an Interest Period of one month in an amount equal to such Lender’s Commitment Percentage of the principal amount of the Swing Line Loans (the “Refunded Swing Line Loans” ) outstanding on the date such notice is given; provided that prior to making any such request to the Lenders to make such a Revolving Credit Loan, the Swing Line Lender shall have given the Borrower one Business Day’s notice of its intent to make such request; and provided further the provisions of this Section 2.19 shall not affect the obligations of the Borrower to prepay Swing Line Loans in accordance with the provisions of this Agreement. Unless the Commitments shall have expired or terminated (in which event the procedures of clauses (d) or (e) of this Section 2.19 shall apply), each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 P.M., New York City time, in funds immediately available in accordance with Section 2.3 . The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans.

(d) Except as otherwise provided in Section 2.19(e) , if the Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender exercised reasonably, notwithstanding the expiration or termination of the Commitments, make a Revolving Credit Loan in an amount equal to such Lender’s Commitment Percentage determined on the date of, and immediately prior to, the expiration or termination of the Commitments, of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 2:00 P.M., New York City time, in funds immediately available on the Business Day on which the Commitments expire or terminate; provided , however , in the event that the Lenders do not receive notice of such termination before 12:00 P.M., New York City time on such date such proceeds shall be made available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent, in immediately available funds, prior to 12:00 P.M., New York City time, on the immediately succeeding Business Day. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments.

(e) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.19(c) , one of the events described in clause (f) of Article 7 shall have occurred and be continuing with respect to the Borrower, each Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.19(c) , purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount” ) equal to (i) such Lender’s Commitment Percentage times (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding that were to have been repaid with such Revolving Credit Loans.

(f) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided , however , that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

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(g) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.19(c) and Section 2.19(d) and to purchase participating interests pursuant to Section 2.19(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article 4 , (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any Note by the Borrower, any Guarantor or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Section 2.20 Letters of Credit .

(a) L/C Commitment . Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth in Section 2.20(e) , agrees to issue letters of credit ( “Letters of Credit” ) for the account of the Borrower or any of its Subsidiaries or Affiliates on any Business Day during the period from the Closing Date to the Commitment Termination Date of such Issuing Bank in such form as may be approved from time to time by such Issuing Bank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) without the consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $300,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Issuing Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the aggregate principal amount of the Total Extensions of Credit (or the Dollar Equivalent thereof, in the case of Alternate Currency Loans or L/C Obligations denominated in an Alternate Currency) would exceed the aggregate amount of the Commitments or (iii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.21 with respect to some but not all of the Lenders, the portion of the L/C Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment Termination Date will exceed the portion of the aggregate Commitments attributable to the Commitments of the Lenders with respect to which the Commitment Termination Date shall have been extended beyond such Existing Commitment Termination Date. Each Letter of Credit shall (A) be denominated in Dollars or any Alternate Currency, (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Bank) and (C) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date of the applicable Issuing Bank, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y)  above).

It is agreed that the Borrower shall have the right from and after the Execution Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (at any time during the Commitment Period of such Principal Issuing Bank) to constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this Agreement that would then be applicable to the issuance of such letter of credit if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the conditions precedent set forth in Section 4.2 and Section 4.3 ), and with the consent of the applicable Principal Issuing Bank, such letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such Letter of Credit in accordance with Section 2.20(b) below.

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(b) Procedure for Issuance and Amendment of Letters of Credit . The Borrower may from time to time request that an Issuing Bank issue or amend a Letter of Credit, as the case may be, by delivering to such Issuing Bank, at its address for notices specified herein (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) an Application therefor, completed to the satisfaction of such Issuing Bank. Additionally, the Borrower shall furnish to the applicable Issuing Bank such other certificates, documents and other papers and information as such Issuing Bank may request. Upon receipt of any Application, such Issuing Bank will provide a copy thereof to the Administrative Agent and, following receipt, the Administrative Agent shall advise the Lenders thereof. Such Issuing Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures, unless, in the case of any L/C Credit Extension, such Issuing Bank has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of the applicable L/C Credit Extension, that one or more applicable conditions contained in Section 4.3 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall promptly issue the Letter of Credit or applicable amendment, as the case may be, requested thereby (but in no event shall such Issuing Bank be required to issue or amend any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment thereto) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Bank and the Borrower. Such Issuing Bank shall furnish a copy of such Letter of Credit or any amendment thereto to the Borrower promptly following the issuance thereof. Such Issuing Bank shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof and, in the case of Letters of Credit denominated in Alternate Currencies, its Dollar Equivalent), each increase or decrease in the amount of such Letter of Credit (including the amount thereof and, in the case of Letters of Credit denominated in Alternate Currencies, its Dollar Equivalent) and the termination of such Letter of Credit.

(c) Additional Provisions Regarding Issuance and Amendment of Letters of Credit . Notwithstanding the foregoing or anything else to the contrary contained herein, no Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank (x) shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (y) shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise entitled to be compensated hereunder) not in effect on the date of this Agreement, or (z) shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Issuing Bank in good faith deems material to it; provided that, in the cases of clauses (y)  and (z) , such Issuing Bank shall have provided written notice to the Borrower of its refusal to issue any Letter of Credit and the specific reasons therefor and the Borrower shall not have compensated such Issuing Bank for the imposition of such restriction, reserve or capital requirement or reimbursed such Issuing Bank for such loss, cost or expense, as applicable; (ii) the issuance of such Letter of Credit would otherwise conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Law; (iii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iv) such Letter of Credit would expire after the date which is five Business Days prior to such Issuing Bank’s Commitment Termination Date; or (v) such Issuing Bank is unable to issue Letters of Credit in the requested currency. An Issuing Bank shall not be obligated to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

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(d) Fees and Other Charges .

(i) The Borrower will pay to the Administrative Agent for the account of each Lender (subject to Section 2.22(b)(v) ), a fee ( “Letter of Credit Fees” ) on the Dollar Equivalent of all outstanding Letters of Credit, shared ratably among the Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date, in the following amounts:

(1) as to Performance Letters of Credit, at a per annum rate equal to 50% of the Applicable Margin for Eurocurrency Loans then in effect; and

(2) as to Financial Letters of Credit, at a per annum rate equal to the Applicable Margin for Eurocurrency Loans then in effect.

(ii) In addition, the Borrower shall pay to the Administrative Agent for the account of each Issuing Bank, a fronting fee at the rate or rates per annum separately agreed upon by the Borrower and such Issuing Bank on the Dollar Equivalent of each Letter of Credit issued by such Issuing Bank, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date.

(iii) The foregoing fees shall be calculated on the basis of a 360-day year for actual days elapsed.

(iv) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and expenses as are incurred or charged by such Issuing Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Bank.

(e) L/C Participations .

(i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the L/C Participants, each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Bank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in each Issuing Bank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by any Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed; provided that in the case of Letters of Credit denominated in an Alternate Currency, no such demand shall be made by the relevant Issuing Bank prior to its converting the reimbursement payment to Dollars at the Spot Rate. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Bank, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article 4 , (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement by the Borrower, any other Loan Party or any other

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L/C Participant, (E) any adverse change in the relevant exchange rates or in the availability of the relevant Alternate Currency to the Borrower or in the relevant currency markets generally, or (F) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. For the avoidance of doubt, the obligation of each L/C Participant to acquire participations in Letters of Credit pursuant to this Section 2.20(e)(i) shall be absolute regardless of whether such L/C Participant’s participation, or Commitment Percentage of the amount of any draft, or any unreimbursed part thereof, with respect to any Letter of Credit exceeds, by reason of fluctuations of foreign currency exchange rate, such L/C Participant’s Commitment.

(ii) If any amount required to be paid by any L/C Participant to any Issuing Bank pursuant to Section 2.20(e)(i) in respect of any unreimbursed portion of any L/C Disbursement is paid to such Issuing Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Bank on demand an amount equal to the product of (A) such amount, times (B) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Bank, times (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 2.20(e)(i) is not made available to such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Reference Rate Loans. A certificate of any Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this Section 2.20(e) shall be conclusive in the absence of manifest error.

(iii) Whenever, at any time after any Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 2.20(e)(i) , such Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Bank), or any payment of interest on account thereof, such Issuing Bank will distribute to such L/C Participant its pro rata share thereof; provided , however , that in the event that any such payment received by such Issuing Bank shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank the portion thereof previously distributed by such Issuing Bank to it.

(f) Reimbursement Obligation of the Borrower . If any draft is paid under any Letter of Credit, the Borrower shall reimburse the applicable Issuing Bank for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by such Issuing Bank in connection with such payment, not later than 12:00 P.M., New York City time, on the Business Day immediately following the day that the Borrower receives such notice (which notice shall be given by telecopy or telephone in accordance with Section 9.2 ). Each such payment shall be made to such Issuing Bank at its address for notices referred to herein in Dollars, in the case of Letters of Credit denominated in Dollars, and in the relevant Alternate Currency, in the case of Letters of Credit denominated in an Alternate Currency; provided that in the case of any Letter of Credit denominated in an Alternate Currency at the Borrower’s option, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of such amount, in each case in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (A) until the Business Day next succeeding the date of the relevant notice, Section 2.9(b) and (B) thereafter, Section 2.9(d) .

(g) Obligations Absolute . The Borrower’s obligations under this Section 2.20 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower or any of its Subsidiaries may have or have had against any Issuing

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Bank, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Bank that no Issuing Bank shall be responsible for, and the Borrower’s Reimbursement Obligations under Section 2.20(f) shall not be affected by, among other things, (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not strictly comply with the terms of such Letter of Credit, (iv) any adverse change in the relevant exchange rates or in the availability of the relevant Alternate Currency to the Borrower or in the relevant currency markets generally, or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.20 , constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse the relevant Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(h) Letter of Credit Payments . If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Bank shall promptly notify the Borrower and the Administrative Agent of the date and amount thereof and whether such Issuing Bank has made or will make a payment thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any L/C Disbursement in accordance with the terms hereof. The responsibility of such Issuing Bank to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

(i) Applications . To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.20 , the provisions of this Section 2.20 shall apply.

(j) Liability of Borrower . Notwithstanding that a Letter of Credit issued or otherwise outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary or an Affiliate of the Borrower, or, in the case of a letter of credit deemed to constitute a Letter of Credit hereunder pursuant to Section 2.20(a) , was originally issued for the account of another Person, the Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit as provided in this Agreement.

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(k) Cash Collateralization . If (i) an Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with reimbursement obligations with respect to L/C Obligations representing greater than 50% of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant to this Section 2.20(k) or (ii) the Borrower is required to Cash Collateralize L/C Obligations pursuant to a provision of this Agreement including pursuant to the provisions of Section 2.5(b) , Section 2.5(c) or Section 2.21(h) , on the date required by such provision, the Borrower shall provide Cash Collateral in an amount in cash equal to the L/C Obligations as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (f) of Article 7 . As collateral security for the payment and performance of the obligations of the Borrower under this Agreement, the Borrower hereby grants to the Administrative Agent, for the benefit of each Issuing Bank and the Lenders, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, and any substitutions and replacements therefor. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, as applicable, over any such cash, accounts and other property. Other than any interest earned on the investment of any such deposits (in the event any such investment is made pursuant to the following sentence), such deposits shall not bear interest. The Administrative Agent shall not be required to invest any such deposits; provided that if the Administrative Agent elects to invest any such deposits, the Administrative Agent shall invest such deposits in one or more types of Cash Equivalents, and such investments shall be at the Borrower’s risk and expense. Interest or profits, if any, on such investments shall accumulate in any such accounts. Moneys in any such accounts and the cash proceeds of any other property shall be applied by the Administrative Agent to reimburse ratably the Issuing Banks for any L/C Disbursement for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with reimbursement obligations with respect to L/C Obligations representing greater than 50% of the total L/C Obligations), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default and the Borrower is not otherwise required to pay to the Administrative Agent any Cash Collateral under Section 2.5(b) , Section 2.5(c) , Section 2.21(h) or otherwise, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If no Event of Default exists, Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with the terms hereof)), or (ii) the determination by the Administrative Agent and the applicable Issuing Bank that there exists excess Cash Collateral.

(l) Replacement of an Issuing Bank . An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.20(d) . From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter

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and (ii) references herein to the term “ Issuing Bank ” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Section 2.21 Extension of Commitment Termination Date .

(a) So long as no Event of Default has occurred and is continuing, the Borrower may request, in a notice given as herein provided and substantially in the form attached hereto as Exhibit E or in such other form as shall be acceptable to the Administrative Agent (the “Extension of Commitment Termination Date Request” ) to the Administrative Agent, who shall promptly forward such notice to each of the Lenders, not less than 60 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-applicable Commitment Termination Date (the “Existing Commitment Termination Date” ) be extended to the date that is one year after such Existing Commitment Termination Date (each such date, the “Requested Commitment Termination Date” ); provided that the Borrower may request such an extension no more than two times. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Borrower, notify the Borrower and the Administrative Agent in writing of its election to extend or not to extend the Existing Commitment Termination Date with respect to its Commitment. Any Lender which shall not timely notify the Borrower and the Administrative Agent of its election to extend the Existing Commitment Termination Date shall be deemed not to have elected to extend the Existing Commitment Termination Date with respect to its Commitment (any Lender who timely notifies the Borrower and the Administrative Agent of an election not to extend, or revokes its election to extend in accordance with this Section 2.21 , or fails to timely notify the Borrower and the Administrative Agent of its election being referred to as a “Terminating Lender” ). Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Existing Commitment Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days after its receipt of any Extension of Commitment Termination Date Request. The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

(b) If and only if the Required Lenders (including Commitments of all Terminating Lenders on such date) shall have agreed in writing during the 30 day period referred to in Section 2.21(a) to extend the Existing Commitment Termination Date, then (i) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders” ) shall, subject to the other provisions of this Agreement, be extended to the Requested Commitment Termination Date specified in the Extension of Commitment Termination Date Request from the Borrower, and as to such Lenders the term “Commitment Termination Date” , as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Commitment Termination Date, provided that if such date is not a Business Day, then such Requested Commitment Termination Date shall be the next preceding Business Day and (ii) the Commitments of the Terminating Lenders shall continue until the then-applicable Existing Commitment Termination Date, and shall then terminate, and as to the Terminating Lenders, the term “Commitment Termination Date” , as used herein, shall continue to mean such Existing Commitment Termination Date. The Administrative Agent shall promptly notify (A) the Lenders and the Borrower of any extension of any Existing Commitment Termination Date pursuant to this Section 2.21 and (B) the Borrower and the Lenders of any Lender which becomes a Terminating Lender (the date of such notification being referred to herein as the “ Extension Confirmation Date ”).

(c) As a condition precedent to any such extension of the Commitment Termination Date on the Extension Confirmation Date, the Administrative Agent shall have received a certificate of the

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Borrower dated as of the Extension Confirmation Date and signed by a Financial Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, and (ii) certifying that (A) before and after giving effect to such extension, the representations and warranties contained in Article 3 are true and correct in all material respects on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, and (B) before and after giving effect to such extension, no Event of Default has occurred and is continuing or will result therefrom.

(d) In the event that the Commitment Termination Date shall have been extended for the Continuing Lenders in accordance with Section 2.21(b) above and, in connection with such extension, there are Terminating Lenders, the Borrower may, at its own expense and in its sole discretion and prior to the then-applicable Existing Commitment Termination Date, require any Terminating Lender to transfer and assign, without recourse (in accordance with Section 2.18 and Section 9.6(c) ) all or part of its interests, rights and obligations under this Agreement to an assignee (which assignee may be another Lender, if another Lender accepts such assignment) that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Commitment Termination Date in effect for Continuing Lenders pursuant to Section 2.21(b) ; provided , however , that (i) the Borrower shall have received the prior written consent of the Administrative Agent, each Issuing Bank and the Swing Line Lender (which consents shall not unreasonably be withheld or delayed), in the case of an assignee that is not a Lender, (ii) the assigning Lender shall have received from the Borrower or such assignee full payment in immediately available funds of the principal of and interest accrued to the date of such payment on the Loans made by it hereunder to the extent that such Loans are subject to such assignment and all other amounts owed to it hereunder, and (iii) if the assigning Lender is an Issuing Bank, it shall have received cash collateral as required by Section 2.21(f) or it shall have entered into other arrangements with the Borrower that are satisfactory to such Issuing Bank with respect to any outstanding Letters of Credit issued by it. Any such assignee’s initial Commitment Termination Date shall be the Commitment Termination Date in effect for the Continuing Lenders at the time of such assignment. The Borrower shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Agreement pursuant to this Section 2.21(d) unless it has notified such Lender of its intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.21(d) shall be deemed to have consented to the applicable Extension of Commitment Termination Date Request and, therefore, shall not be a Terminating Lender.