PRICING SCHEDULE

        The “Applicable Margin” for Offshore Rate Loans and “Facility Fee Rate” for any day are the respective percentages set forth below in the applicable row and column based upon the Utilization and Status that exist on such day:

        For purposes of this Schedule, the following terms have the following meanings:

        “Level I” status exists at any date if, at such date, the Company’s senior unsecured long-term debt has ratings that are better than or equal to at least two of the following three ratings: (i) A by S&P and/or (ii) A2 by Moody’s and/or (iii) A by Fitch.

        “Level II” status exists at any date if, at such date, the Company’s senior unsecured long-term debt has ratings that are better than or equal to at least two of the following three ratings: (i) A- by S&P and/or (ii) A3 by Moody’s and/or (iii) A- by Fitch, and Level I status does not exist.

        “Level III” status exists at any date if, at such date, the Company’s senior unsecured long-term debt has ratings that are better than or equal to at least two of the following three ratings: (i) BBB+ by S&P and/or (ii) Baa1 by Moody’s and/or (iii) BBB+ by Fitch, and neither Level I status nor Level II status exists.

        “Level IV” status exists at any date if, at such date, the Company’s senior unsecured long-term debt has ratings that are better than or equal to at least two of the following three ratings: (i) BBB by S&P and/or (ii) Baa2 by Moody’s and/or (iii) BBB by Fitch, and none of Level I status, Level II status and Level III status exists.

        “Level V” status exists at any date if, at such date, no other Status exists.

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        *  LIBOR Margin will increase by 0.125% if any Loans are outstanding after the Revolving Termination Date.

        “Status” refers to the determination of which of Level I status, Level II status, Level III status, Level IV status or Level V status exists at any date.

        “Utilization” means, at any date, the percentage equivalent of a fraction (i) the numerator of which is the Total Outstanding Amount (ii) the denominator of which is the Aggregate Revolving Commitment at such date. If for any reason any Loans remain outstanding following the termination of the Revolving Commitments, Utilization shall be deemed to be 100%.

        The credit ratings to be utilized for purposes of this Schedule are those assigned to the senior unsecured long-term debt securities of the Company without third-party credit enhancement, and any rating assigned to any other debt security of the Company shall be disregarded. The rating in effect at any date is that in effect at the close of business on such date.

PRICING SCHEDULE

        The “Applicable Margin” for Offshore Rate Loans, “Facility Fee Rate” and “Letter of Credit Rate” for any day are the respective percentages set forth below in the applicable row and column based upon the Utilization and Status that exist on such day:

        For purposes of this Schedule, the following terms have the following meanings:

        “Level I” status exists at any date if, at such date, the Company’s senior unsecured long-term debt has ratings that are better than or equal to at least two of the following three ratings: (i) A by S&P and/or (ii) A2 by Moody’s and/or (iii) A by Fitch.

        “Level II” status exists at any date if, at such date, the Company’s senior unsecured long-term debt has ratings that are better than or equal to at least two of the following three ratings: (i) A- by S&P and/or (ii) A3 by Moody’s and/or (iii) A- by Fitch, and Level I status does not exist.

        “Level III” status exists at any date if, at such date, the Company’s senior unsecured long-term debt has ratings that are better than or equal to at least two of the following three ratings: (i) BBB+ by S&P and/or (ii) Baa1 by Moody’s and/or (iii) BBB+ by Fitch, and neither Level I status nor Level II status exists.

        “Level IV” status exists at any date if, at such date, the Company’s senior unsecured long-term debt has ratings that are better than or equal to at least two of the following three ratings: (i) BBB by S&P and/or (ii) Baa2 by Moody’s and/or (iii) BBB by Fitch, and none of Level I status, Level II status and Level III status exists.

        “Level V” status exists at any date if, at such date, no other Status exists.

        “Status” refers to the determination of which of Level I status, Level II status, Level III status, Level IV status or Level V status exists at any date.

        “Utilization” means, at any date, the percentage equivalent of a fraction (i) the numerator of which is the Total Outstanding Amount (ii) the denominator of which is the Aggregate Revolving Commitment at such date. If for any reason any Loans or Letter of Credit Liabilities remain outstanding following the termination of the Revolving Commitments, Utilization shall be deemed to be 100%.

        The credit ratings to be utilized for purposes of this Schedule are those assigned to the senior unsecured long-term debt securities of the Company without third-party credit enhancement, and any rating assigned to any other debt security of the Company shall be disregarded. The rating in effect at any date is that in effect at the close of business on such date.