AXA AXA FINANCIAL, INC. AXA FINANCIAL (BERMUDA) LTD as Borrowers AXA as Guarantor BNP PARIBAS CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK CITIGROUP GLOBAL MARKETS LIMITED HSBC FRANCE NATIXIS SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING and THE...

1.

DEFINITIONS AND INTERPRETATION

2.

THE FACILITIES

3.

PURPOSE

4.

CONDITIONS OF UTILISATION

5.

UTILISATION – LOANS

6.

UTILISATION - LETTERS OF CREDIT

7.

THE LETTERS OF CREDIT

8.

UTILISATION - SWINGLINE LOANS

9.

REPAYMENT AND PREPAYMENT OF SWINGLINE LOANS

10.

OPTIONAL CURRENCIES

11.

REPAYMENT AND EXTENSION OPTION

12.

PREPAYMENT AND CANCELLATION

13.

INTEREST

14.

INTEREST PERIODS

15.

CHANGES TO THE CALCULATION OF INTEREST

16.

FEES

17.

TAX GROSS-UP AND INDEMNITIES

18.

INCREASED COSTS

19.

OTHER INDEMNITIES

20.

MITIGATION BY THE LENDERS

21.

COSTS AND EXPENSES

22.

GUARANTEE

23.

REPRESENTATIONS

24.

ADDITIONAL AXA REPRESENTATIONS AND WARRANTIES

25.

ADDITIONAL U.S. BORROWER REPRESENTATIONS AND WARRANTIES

26.

INFORMATION UNDERTAKINGS

27.

ADDITIONAL U.S. BORROWER INFORMATION UNDERTAKINGS

28.

“KNOW YOUR CUSTOMER” CHECKS

29.

GENERAL UNDERTAKINGS

30.

ADDITIONAL U.S. BORROWER GENERAL UNDERTAKINGS

31.

EVENTS OF ▇▇▇▇▇▇▇

▇▇.

SPECIAL EARLY TERMINATION EVENTS

33.

CHANGES TO THE LENDERS

34.

SECURITY OVER LENDERS’ RIGHTS

35.

PRO RATA INTEREST SETTLEMENT

36.

CHANGES TO THE OBLIGORS

37.

ROLE OF THE AGENT, THE ARRANGERS AND THE SWINGLINE AGENT

38.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

39.

SHARING AMONG THE FINANCE PARTIES

40.

PAYMENT MECHANICS

41.

DISRUPTION TO PAYMENT SYSTEMS ETC.

42.

IMPAIRED AGENT

43.

SET-OFF

44.

NOTICES

45.

COMMUNICATION WHEN AGENT IS IMPAIRED AGENT

46.

CALCULATIONS AND CERTIFICATES

47.

PARTIAL INVALIDITY

48.

REMEDIES AND WAIVERS

49.

AMENDMENTS AND WAIVERS

50.

CONFIDENTIALITY

51.

GOVERNING LAW

52.

ENFORCEMENT - JURISDICTION

53.

ELECTION OF ▇▇▇▇▇▇▇▇

▇▇.

U.S.A. PATRIOT ACT

SCHEDULE 1 THE ORIGINAL PARTIES

SCHEDULE 2 CONDITIONS PRECEDENT

SCHEDULE 3 REQUESTS

SCHEDULE 4 MANDATORY COST FORMULAE

SCHEDULE 5 FORM OF TRANSFER AGREEMENT

SCHEDULE 6 FORM OF ACCESSION LETTER

SCHEDULE 7 FORM OF RESIGNATION LETTER

SCHEDULE 8 FORM OF CONFIDENTIALITY UNDERTAKING

SCHEDULE 9 TIMETABLES

SCHEDULE 10 FORMS OF LETTER OF CREDIT

SCHEDULE 10A CONFIRMATION

SCHEDULE 11 U.S. BORROWER REPRESENTATIONS AND WARRANTIES

SCHEDULE 12 U.S. BORROWER INFORMATION UNDERTAKINGS

SCHEDULE 13 U.S. BORROWER GENERAL UNDERTAKINGS

AXA, a French société anonyme, whose head office is at ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇) (“AXA”, the “Guarantor” or the “Company”);

AXA FINANCIAL, INC., a Delaware corporation, whose head office is at 1290 Avenue of the Americas, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (“AXA Financial”);

AXA FINANCIAL (BERMUDA) LTD., a company incorporated in Bermuda, whose registered office is at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“AXA Bermuda”, and together with AXA and AXA Financial, the “Original Borrowers”);

BNP PARIBAS, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CITIGROUP GLOBAL MARKETS LIMITED, HSBC FRANCE, NATIXIS, SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING and THE ROYAL BANK OF SCOTLAND PLC. as bookrunner- mandated lead arrangers (the “Bookrunner-Mandated Lead Arrangers”);

THE BANK OF TOKYO-MITSUBISHI UFJ LTD., BARCLAYS CAPITAL, BANCO BILBAO VIZCAYA ARGENTARIA S.A., DEUTSCHE BANK AG, LONDON BRANCH, MORGAN STANLEY BANK INTERNATIONAL LIMITED, SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED, STANDARD CHARTERED BANK and UBS LIMITED as mandated lead arrangers (the “Mandated Lead Arrangers”);

ANZ BANK (EUROPE) LIMITED, COMMBANK EUROPE LIMITED, CREDIT SUISSE INTERNATIONAL, ROYAL BANK OF CANADA EUROPE LIMITED, STATE STREET BANK GMBH and UNICREDIT as arrangers (each of them, and each Bookrunner-Mandated Lead Arranger and each Mandated Lead Arranger an “Arranger” and collectively the “Arrangers”);

THE FINANCIAL INSTITUTIONS listed as Lenders in Part A of Schedule 1 (the “Original Facility A Lenders”), Part B of Schedule 1 (the “Original Swingline Lenders”), and Part C of Schedule 1 (the “Original L/C Lenders”) as lenders (together, the “Original Lenders”);

HSBC FRANCE as agent for the Finance Parties (the “Agent”); and

HSBC BANK USA, NA as agent for the Swingline Facility (the “Swingline Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

if it is rated by Standard & Poor’s Rating Services, A– or higher; and

if it is rated by Fitch Ratings Ltd, A– or higher; and

if it is rated by ▇▇▇▇▇’▇ Investor Services Limited, A3 or higher; or

a comparable rating from an internationally recognised credit rating agency.

in relation to The Royal Bank of Scotland Plc, the term “Affiliate” shall not include:

the UK government or any member or instrumentality thereof, including Her Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof); or

any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings;

in relation to Crédit Agricole Corporate and Investment Bank, the term “Affiliate” shall include any Caisse Régionale de Crédit Agricole Mutuel and Le Crédit Lyonnais; and

in relation to Natixis, the term “Affiliate” shall also include any member of Banques Populaires group and Caisse d’Epargne group and Banque Palatine.

in relation to a Facility A Commitment, the period from and including the date of this Agreement to and including the Business Day falling one (1) calendar month prior to the relevant Termination Date (or, if such date is not a Business Day, on the Business Day immediately prior to such date); and

in relation to a Swingline Commitment, the period from and including the date of this Agreement to and including the fifth Business Day before the relevant Termination Date.

the Base Currency Amount of its (or its Affiliate’s) participation in any outstanding Utilisations; and

in relation to any proposed Utilisation, the Base Currency Amount of its (or its Affiliate’s) participation in any Utilisations that are due to be made on or before the proposed Utilisation Date,

the interest (less the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

London, Paris and New York; and

in relation to any date for payment or purchase of a sum denominated in an Optional Currency, the principal financial centre of the country of such Optional Currency; or

in relation to any date for payment or purchase of a sum denominated in euro, any TARGET Day.

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 50 (Confidentiality); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or its advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation) or Clause 8.4 (Swingline Lenders’ participation); or

with respect to which an Insolvency Event has occurred and is continuing,

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

a reportable event described in Sections 4043 (c) (1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to an Employee Plan as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty days of the occurrence of that event. However, the existence with respect to any Employee Plan of an “accumulated funding deficiency” (as defined in Section 302 of ERISA), or a failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302 of ERISA, shall be a reportable event for the purposes of this paragraph (a) regardless of the issuance of any waiver;

the withdrawal of any U.S. Borrower from an Employee Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a) (2) of ERISA;

the complete or partial withdrawal of any U.S. Borrower or any subsidiary of a U.S. Borrower which is an ERISA Affiliate from any Multiemployer Plan or the insolvency of any Multiemployer Plan;

the filing of a notice of intent to terminate an Employee Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA;

the institution of proceedings by the PBGC to terminate or appoint a trustee to administer an Employee Plan or Multiemployer Plan;

the failure to make any required contribution to an Employee Plan;

any other event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Employee Plan or Multiemployer Plan;

the imposition of any liability under the Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA;

a prohibited transaction (as described in Code Section 4975 or ERISA Section 406) shall occur with respect to any Employee Plans;

a determination that any Employee Plan is, or is expected to be, in “at risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code; or

any U.S. Borrower shall request a minimum funding waiver from the IRS with respect to any Employee Plan.

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

in relation to an Original Facility A Lender on the date of this Agreement, the amount in the Base Currency set opposite its name under the heading “Facility A Commitment” in Part A of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

in relation to any other Facility A Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement,

any Original Facility A Lender;

in relation to a Facility A Loan the participation of an Original Facility A Lender in which was made available by an Affiliate, that Affiliate; and

any bank or financial institution which has become a Party in relation to Facility A in accordance with Clause 33 (Changes to the Lenders),

the weighted average of the rates on overnight Federal funds transactions with members of the U.S. Federal Reserve System arranged by Federal funds brokers, as published for that day (or, if that day is not a New York Business Day, for the immediately preceding New York Business Day) by the Federal Reserve Bank of New York; or

if a rate is not so published for any day which is a New York Business Day, the average of the quotations for that day on such transactions received by the Swingline Agent from three Federal funds brokers of recognised standing selected by the Swingline Agent.

borrowed moneys;

any debenture, bond, note, loan stock or other security;

any acceptance or other documentary credit;

the acquisition cost of any asset to the extent payable before or after the time of acquisition or possession by the party liable where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;

any lease (including, without limitation, capital leases) entered into primarily as a method of raising finance or financing the acquisition of the asset leased;

any indebtedness for money owing in respect of any interest rate swap, or currency swap or other derivative instruments, such indebtedness to be measured on a ▇▇▇▇-to-market basis after application, with respect to any particular counterparty, of the relevant ISDA or FBF netting procedures but excluding any such indebtedness which is secured by collateral at the relevant time; or

any indebtedness (actual or contingent) under a guarantee, security or other commitment designed to protect any creditor against loss in respect of any Financial Indebtedness of any third party.

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) of the definition of “Defaulting Lender”; or

an Insolvency Event has occurred and is continuing with respect to the Agent;

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

in relation to a Loan, other than a Swingline Loan, each period determined in accordance with Clause 14 (Interest Periods);

in relation to a Swingline Loan, each period determined in accordance with paragraph 8.3.1(d) of Clause 8.3 (Completion of a Utilisation Request for Swingline Loans); and

in relation to an Unpaid Sum, each period determined in accordance with Clause 13.3 (Default interest).

in relation to an Original L/C Lender on the date of this Agreement, the amount in U.S. dollars set opposite its name under the heading “L/C Commitment” in Part C of Schedule 1 (The Original Parties) and the amount of any other L/C Commitment transferred to it under this Agreement; and

in relation to any other L/C Lender, the amount of any L/C Commitment transferred to it under this Agreement,

those banks and financial institutions (being a Facility A Lender or an Affiliate of a Facility A Lender) which are listed in Part C of Schedule 1 (The Original Parties) as Original L/C Lenders; or

any other person that becomes a L/C Lender after the date of this Agreement in accordance with Clause 33 (Changes to the Lenders),

the applicable Screen Rate; or

(if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

any Subsidiary of AXA engaged in insurance business and regulated as such whose contribution to the consolidated premium or consolidated gross technical reserves of AXA represents five per cent (5%) or more of the consolidated gross premium issued or consolidated gross technical reserves, respectively, of the Group, as each such item is so described in the most recent annual consolidated financial statements of AXA;

any Subsidiary of AXA engaged in asset management and regulated as such which has assets under management (excluding assets managed on behalf of third party clients) of more than thirty per cent (30%) of the aggregate assets under management of the Group (excluding assets managed on behalf of third party clients), as each such item is so described in the most recent annual consolidated financial statements of AXA; and

any Subsidiary of AXA engaged in banking and regulated as such whose total assets exceed four per cent (4%) of the consolidated gross assets of the Group, as each such item is so described in the most recent annual consolidated financial statements of AXA.

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end,

(if the currency is sterling) the first day of that period;

(if the currency is euro) two (2) TARGET Days before the first day of that period; or

(for any other currency) two (2) Business Days before the first day of that period,

in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period; and

in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

hypothèque, nantissement, privilège, “gage-espèces”, any sûreté réelle or droit de rétention;

mortgage, pledge, lien, charge, assignment by way of security or for the purpose of providing security, hypothecation, right in security, security interest or (to the extent applicable) trust arrangement for the purpose of providing security; and

other security agreement or other arrangement having the effect of providing security.

in relation to an Original Swingline Lender on the date of this Agreement, the amount in U.S. dollars set opposite its name under the heading “Swingline Commitment” in Part B of Schedule 1 (The Original Parties) and the amount of any other Swingline Commitment transferred to it under this Agreement; and

in relation to any other Swingline Lender, the amount of any Swingline Commitment transferred to it under this Agreement,

those banks and financial institutions (being also Facility A Lenders or the Affiliates of Facility A Lenders) which are listed in Part B of Schedule 1 (The Original Parties) as Original Swingline Lenders; or

any other person that becomes a Swingline Lender after the date of this Agreement in accordance with Clause 33 (Changes to the Lenders),

in relation to a Lender that has not accepted an Extension Request under Clause 11.2 (Extension Option), the Original Termination Date; or

in relation to a Lender that has accepted an Extension Request under Clause 11.2 (Extension Option) to extend the Original Termination Date to the First Extended Termination Date, the date which is the sixth anniversary of the date of this Agreement;

in relation to a Lender that has accepted an Extension Request under Clause 11.2 (Extension Option) to extend the Original Termination Date to the Second Extended Termination Date, the date which is the seventh anniversary of the date of this Agreement.

the proposed Transfer Date specified in the Transfer Agreement; and

the date on which the Agent executes the Transfer Agreement.

a Borrower whose jurisdiction of organisation is a state of the United States of America or the District of Columbia; or

in respect of Clause 17 (Tax gross-up and indemnities), AXA Bermuda.

Construction

Unless a contrary indication appears, any reference in this Agreement to:

the “Agent”, the “Arrangers”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

“assets” includes present and future properties, revenues and rights of every description;

“corporate reconstruction” includes in relation to a company any contribution of part of its business in consideration of shares (apport partiel d’actifs) and any demerger (scission) implemented in accordance with articles L.236-1 to L.236-24 of the French Code de Commerce;

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;

“gross negligence” means “faute lourde”;

“guarantee” includes any “cautionnement”, “aval” and any “garantie” which is independent from the debt to which it relates;

“holding company” means, in relation to any person, any other company or corporation of which it is a subsidiary;

a “law” includes any law, decree, regulation and any other binding act of any state or the European Union;

“merger” includes any fusion implemented in accordance with articles L.236-1 to L.236-24 of the French Code de Commerce;

a “person” includes any person, firm, company, corporation, government, state or agency of a state or any grouping (whether or not having separate legal personality) or two or more of the foregoing;

a “subsidiary” of a company or corporation shall be construed as a reference to any company or corporation:

which is controlled, directly or indirectly, by that company or corporation;

more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by that company or corporation; or

which is a subsidiary of another subsidiary of that company or corporation,

“trustee, fiduciary and fiduciary duty” has in each case the meaning given to such term under any applicable law;

“wilful misconduct” means “dol”;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to Paris time.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

An Event of Default or Special Early Termination Event is “continuing” if it has not been remedied or waived.

There is an Event of Default “in relation to” a particular Obligor if:

when the Event of Default is one mentioned in Clause 31.1 (Non-payment), 31.2 (Material Breach) or 31.3 (Financial Indebtedness), the failure to pay, material breach or Financial Indebtedness (as the case may be) is that of that Obligor;

when the Event of Default is the one mentioned in Clause 31.4 (Representations), the representation, statement or information is made (or deemed repeated) or provided by that Obligor; and

in any other case, the event which constitutes the Event of Default occurs in respect of that Obligor.

An amount borrowed includes any amount utilised by way of Letter of Credit.

A Lender funding its participation in a Utilisation includes an L/C Lender participating in a Letter of Credit.

With respect to the following currency symbols and definitions,

“Canadian dollars” denotes the lawful currency of Canada;

“EUR”, “euro” and “€” denote the lawful currency of the Participating Member States;

“sterling” and “£” denote the lawful currency of the United Kingdom;

“Swiss francs” denotes the lawful currency of the Swiss Confederation;

“U.S. dollars” and “$” denote the lawful currency of the United States of America; and

“yen” denotes the lawful currency of Japan.

THE FACILITIES

The Facilities

The Facility A Lenders make available to the Borrowers a multicurrency revolving credit facility in an aggregate amount equal to the Total Commitments.

The Swingline Lenders make available to the Swingline Borrowers a U.S. dollar swingline loan facility, as a sub-facility of Facility A, in an aggregate amount equal to the Total Swingline Commitments.

The L/C Lenders make available to the L/C Borrowers a letter of credit facility in an aggregate amount equal to the Total L/C Commitments.

The aggregate amount made available to the Borrowers under Facility A, the Swingline Facility and the Letters of Credit shall in any case not exceed the Total Commitments.

AXA Financial and AXA Bermuda may only draw Loans denominated in U.S. dollars.

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several (conjointes et non solidaires). Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

PURPOSE

Purpose

The Borrowers shall apply the proceeds of all Facility A Loans (other than Swingline Loans) towards the general corporate purposes of the Group (including working capital and capital expenditure).

Each Swingline Borrower shall apply the proceeds of all Swingline Loans towards the refinancing of any note or other instrument maturing under a U.S. dollar commercial paper programme of such Swingline Borrower. A Swingline Loan may not be applied in repayment or prepayment of another Swingline Loan.

The issue of a Letter of Credit may only be requested for the purposes mentioned in paragraph 6.2.2(j) of Clause 6.2 (Issue of Letters of Credit).

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

Further conditions precedent

an Event of Default in relation to that Borrower is continuing or would result from the proposed Loan or an Event of Default in relation to the Guarantor is continuing or would result from the proposed Loan; or

the Repeating Representations to be made by that Borrower or the Guarantor are not true and correct in all material respects.

Conditions relating to Optional Currencies

A currency will constitute an Optional Currency in relation to a Facility A Loan if:

it is readily available in the amount required and freely transferable and convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Loan; and

it is U.S. dollars, sterling, yen, Swiss francs or Canadian dollars or has been approved by the Agent (acting on the instructions of all of the Facility A Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan.

If the Agent has received a written request from the Company for a currency to be approved under paragraph 4.3.1(b) above, the Agent will confirm to the Company by the Specified Time whether or not the Facility A Lenders have granted their approval.

Notwithstanding paragraphs 4.3.1 and 4.3.2 above, if a Facility A Loan is to be denominated in an Optional Currency during an Interest Period relating thereto but to give effect to such request would result in Facility A Loans being outstanding in more than two Optional Currencies (other than U.S. dollars), the Agent shall notify the Borrowers and the Lenders and such Loan shall, (i) if requested by AXA Financial or AXA Bermuda, be denominated in U.S. dollars, and (ii) if requested by any Borrower other than AXA Financial or AXA Bermuda, be denominated in euro in an amount equal to its Base Currency Amount.

Maximum number of Utilisations

A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than twenty (20) Facility A Loans (excluding, for the avoidance of doubt, Swingline Loans and Letters of Credit) would be outstanding.

Any Loan made by a single Lender under Clause 10.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4 (Maximum number of Utilisations).

UTILISATION – LOANS

Delivery of a Utilisation Request

A Borrower may utilise Facility A by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

The proposed Utilisation Date in any Utilisation Request shall not be earlier than three (3) Business Days (or in the case of sterling one (1) Business Day) following the date of the Utilisation Request (or such shorter period as may be reasonably agreed by the Agent in consultation with the Lenders under the Facility A).

Completion of a Utilisation Request

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a Business Day within the Availability Period for Facility A;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

the proposed Interest Period complies with Clause 14 (Interest Periods).

Only one (1) Loan may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request under Facility A must be the Base Currency or an Optional Currency.

The amount of the proposed Loan must be:

if the currency selected is the Base Currency, an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000) or, if less, the Available Facility; or

if the currency selected is an Optional Currency, a Base Currency Amount of at least twenty million euro (EUR 20,000,000) and thereafter in integral multiples of ten million euro (EUR 10,000,000) or, if less, the Available Facility; and

in any event such that its Base Currency Amount is less than or equal to the Available Facility.

Lenders’ participation

If the conditions set out in this Agreement have been met and subject to Clause 11 (Repayment and Extension Option), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

The amount of each Facility A Lender’s participation in each Facility A Loan will be equal to the proportion borne by its Available Commitment in respect of Facility A to the Available Facility A immediately prior to making the Loan.

The Agent shall determine the Base Currency Amount of each Facility A Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time (and, if different, the amount of that participation to be made available in cash).

When in Part A or Part C of Schedule 1, a “U.S. Affiliate” is specified against the name of a particular Facility A Lender, the participation of that Lender in any Facility A Loan may be made available as to the whole or part by that Affiliate through its Facility Office and if it does so:

the Lender of which it is an Affiliate shall so inform the Agent no later than the time when the corresponding payment is made to the Agent under Clause 40.1 (Payments to the Agent);

the Affiliate will be treated as a separate “Lender” for the purposes of that Loan (but the Lender and its Affiliate will be treated as having a single Commitment for all other purposes, including the determination of Majority Lenders);

any transfer thereafter by the Lender of which it is an Affiliate of all its rights and obligations in respect of a particular Facility must include its Affiliate’s rights and obligations in respect of Loans made under that Facility; and

The L/C Borrowers may only draw Facility A Loans denominated in U.S. dollars, and the aggregate amount of Utilisations under Letters of Credit and Facility A (excluding for the avoidance of doubt Swingline Loans) drawn by the L/C Borrowers which are outstanding at any one time may not exceed one billion U.S. dollars (USD 1,000,000,000). For the avoidance of doubt, AXA Financial (in its capacity as a Swingline Borrower) may in addition draw Swingline Loans in accordance with Clause 8 (Utilisation – Swingline Loans).

UTILISATION - LETTERS OF CREDIT

General

In this Clause 6 (Utilisation – Letters of Credit) and in Clause 7 (The Letters of Credit):

“L/C Proportion” means, in relation to a L/C Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by (1) its Available Commitment in respect of Facility A (or the Available Commitment in respect of Facility A of the Facility A Lender of which it is an Affiliate) to (2) the Available Facility A immediately prior to the issue of that Letter of Credit, adjusted to reflect any transfer under this Agreement to or by that L/C Lender;

“Term” means the period specified in the relevant Letter of Credit during which the L/C Lenders are under a liability under a Letter of Credit; and

the “Expiry Date” of a Letter of Credit means the last day of its initial Term or, if it is renewed, of the last Term for which it is renewed, which in any event shall be no later than the Termination Date.

Any reference in this Agreement to:

the Interest Period of a Letter of Credit will be construed as a reference to a Term of that Letter of Credit;

an amount borrowed includes any amount utilised by way of Letter of Credit;

a Utilisation made or to be made by a Borrower includes a Letter of Credit issued on its behalf;

a Lender funding its participation in a Utilisation includes an L/C Lender participating in a Letter of Credit;

amounts outstanding or payable under this Agreement include amounts outstanding or payable under or in respect of any Letter of Credit;

an outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the L/C Borrower in respect of that Letter of Credit at that time;

an L/C Borrower “repaying” or “prepaying” a Letter of Credit means, unless otherwise specified:

that L/C Borrower, if it is a French company, providing cash cover for that Letter of Credit;

that L/C Borrower, if it is not a French company, providing cash cover for that Letter of Credit or granting to the L/C

Lenders security for amounts payable by it in respect of that Letter of Credit in the form of a first ranking pledge over Financial Instruments, or other security in form and substance satisfactory to the L/C Lenders;

the maximum amount payable under the Letter of Credit being reduced in accordance with its terms; or

the L/C Lenders being satisfied that they have no further liability under that Letter of Credit,

an L/C Borrower providing “cash cover” for a Letter of Credit means:

an L/C Borrower paying an amount in the currency of the Letter of Credit to the Agent for the L/C Lenders pro rata to their L/C Proportions when the following conditions are met:

the payment is expressed to be a transfer to each L/C Lender by way of cash collateral (gage-espèces) to secure amounts due and payable to that L/C Lender under this Agreement in respect of that Letter of Credit; and

the L/C Borrower has executed a security document, in form and substance satisfactory to each L/C Lender providing that each amount so transferred to it becomes repayable to the L/C Borrower only when no amount is or may be outstanding under the relevant Letter of Credit, but that the L/C Borrower will be entitled to remuneration (corresponding, economically, to interest on the amount transferred until that time or until its appropriation in discharge of secured liabilities) at a rate per annum agreed between it and the Agent as soon as practicable after the cash cover is provided, the amount of that remuneration to be retained as an addition to the cash collateral (subject to paragraph 7.1.3(b)); or

an L/C Borrower providing cash collateral in some other form approved by each L/C Lender, on the terms of a security document, in form and substance satisfactory to each L/C Lender, providing for interest on the cash collateral at a rate per annum agreed between it and the Agent as soon as practicable after the cash collateral is provided, the amount of interest accrued from time to time to be retained as in addition to the cash collateral (subject to paragraph 7.1.3(b)).

Clause 5 (Utilisation – Loans) does not apply to a Utilisation by way of Letter of Credit.

In determining the amount of the Available Facility and a L/C Lender’s L/C Proportion of a proposed Letter of Credit for the purposes of this Agreement, the Available Commitment of a Lender in relation to Facility A will be calculated ignoring any cash cover provided for outstanding Letters of Credit.

Issue of Letters of Credit

An L/C Borrower may request the issue of a Letter of Credit by delivery to the Agent of a duly completed Utilisation Request substantially in the form of Part B of Schedule 3 (Utilisation Request - Letters of Credit) not later than the Specified Time.

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a Business Day within the Availability Period for Facility A;

the currency of the Letter of Credit is U.S. dollars;

the amount of the Letter of Credit is not less than five million U.S. dollars (USD 5,000,000) and not more than the portion of the Available Facility A that can be drawn in accordance with paragraph 5.4.4(d) of Clause 5.4 (Lenders’ participation);

the form of Letter of Credit is attached and complies with the definition of “Letter of Credit” in Clause 1 (Definitions and interpretation);

the Term specified for the Letter of Credit ends no later than the Termination Date;

it confirms the name of the beneficiary and the delivery instructions for the Letter of Credit are specified;

each of the persons named as an “Issuing Bank” or “Agent” in the attached form of Letter of Credit is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, 11 N.Y.C.R.R. pt. 79, as amended from time to time, or in case of any person named as an “Issuing Bank” in the attached form of Letter of Credit is not such a “qualified bank”, the person named as an “Agent” in such Letter of Credit has delivered a confirmation substantially in the form attached hereto as Schedule 10A (Confirmation) with respect to such Letter of Credit;

the Letter of Credit is issued, presentable and payable at an office of the person named as an “Agent” in the attached form of Letter of Credit in the United States;

the Letter of Credit is in favour of a beneficiary who is domiciled in one of the states of the United States of America or the District of Columbia (an “Approved Jurisdiction”); and

it specifies that the Letter of Credit is issued to collateralise the reinsurance risk underwriting business of the Group as required by the National Association of Insurance Commissioners (the “NAIC”) regulations or any equivalent applicable regulations in the Approved Jurisdictions or to replace letters of credit issued for those purposes.

If the conditions for the issue of a Letter of Credit set out in this Agreement have been met, the L/C Lenders shall issue it, for which purpose they authorise the Agent to:

complete the effective date of the Letter of Credit;

complete the schedule to the Letter of Credit with the amount of the L/C Proportion of each L/C Lender; and

execute the Letter of Credit on behalf of each L/C Lender and following such execution deliver it to the beneficiary on or before the Utilisation Date.

The L/C Lenders will not be obliged to comply with paragraph 6.2.3 above in relation to a Utilisation Request by a particular L/C Borrower if on the date of the Utilisation Request or on the proposed Utilisation Date:

an Event of Default in relation to that L/C Borrower is continuing or would result from the proposed Utilisation or an Event of Default in relation to the Guarantor is continuing or would result from the proposed Utilisation; or

the Repeating Representations to be made by that L/C Borrower or the Guarantor are not true and correct in all material respects.

Each Letter of Credit shall specify each of the L/C Lenders to be an issuer of the Letter of Credit (including any such L/C Lender issuing through its U.S. Affiliate) with a purely several liability equal to its L/C Proportion of the face value of the Letter of Credit.

On or before each Utilisation Date for a Letter of Credit, the Agent shall provide to each L/C Lender details as to: (i) its beneficiary and (ii) the amount corresponding to the L/C Proportion of that L/C Lender.

Renewal of Letters of Credit

Each Letter of Credit shall, unless terminated in accordance with its terms or returned by the beneficiary, be renewed for the same period specified in the Utilisation Request for such Letter of Credit.

The Agent shall, at least ninety (90) days before the end of the current Term of a Letter of Credit, notify the L/C Borrower at whose request it was issued if it intends to give to the beneficiary of the Letter of Credit notice that it will not be renewed for a further term.

The Agent shall (subject to paragraph 6.3.4 below) only be required to give such a notice to the beneficiary of a Letter of Credit if so requested by L/C Lenders whose L/C Proportions of that Letter of Credit together aggregate more than 66²/₃%.

The Agent shall give such a notice to the beneficiary of a Letter of Credit if necessary to ensure that its Expiry Date falls on or before the Termination Date.

THE LETTERS OF CREDIT

Letter of Credit Fees

Each L/C Borrower shall pay to the Agent (for the account of each L/C Lender) a letter of credit fee in U.S. dollars computed at the same rate as the Margin on the outstanding amount of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date. This fee shall be distributed according to each L/C Lender’s L/C Proportion of that Letter of Credit.

The accrued letter of credit fee on a Letter of Credit shall be payable on the last day of each successive period of three (3) months starting on the date of this Agreement which falls during any Term of the Letter of Credit and on the Expiry Date for that Letter of Credit. The accrued letter of credit fee is also payable to the Agent on the cancelled amount of any Lender’s Facility A Commitment at the time the cancellation is effective if that Commitment is cancelled in full and the Letter of Credit is prepaid or repaid in full.

If an L/C Borrower cash covers any part of a Letter of Credit then:

the letter of credit fee payable for the account of each L/C Lender shall continue to be payable until the Expiry Date of the Letter of Credit;

the L/C Borrower will be entitled to use the remuneration accrued on the cash cover to pay those fees.

Claims under a Letter of Credit

Each L/C Borrower irrevocably and unconditionally authorises the L/C Lenders to pay any claim made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a “claim”).

The Agent shall promptly after receipt of a claim under a Letter of Credit notify to the relevant L/C Borrower details of the date of the claim, amount to be paid and the beneficiary (but no failure on the part of the Agent to provide those details shall adversely affect the rights of the L/C Lenders under this Clause 7 (The Letters of Credit)).

Each L/C Borrower which requested a Letter of Credit shall, on the date specified in its notification under paragraph 7.2.4 below, pay to the Agent for the L/C Lenders an amount equal to the amount of any claim under that Letter of Credit.

Each L/C Borrower which receives a notification under paragraph 7.2.2 above, shall promptly notify to the Agent the date (falling not more than five (5) Business Days after receipt by it of the notification under paragraph 7.2.2 above) on which it will make the payment required by paragraph 7.2.3 above.

Each L/C Borrower acknowledges that the L/C Lenders:

are not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

deal in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

The obligations of a L/C Borrower under this Clause 7 (The Letters of Credit) will not be affected by:

the sufficiency, accuracy or genuineness of any claim or any other document; or

any incapacity of, or limitation on the powers of, any person signing a claim or other document.

The L/C Borrower which requested the issue of a Letter of Credit under which the L/C Lenders have paid a claim shall pay interest to the L/C Lenders on the amount of the claim for the period from the date on which the claim was paid by the L/C Lenders to the relevant beneficiary until the due date for reimbursement to them by the L/C Borrower under paragraph 7.2.3 at a rate equal to that which would have applied (under Clause 13.1 (Calculation of Interest)) if the claim had constituted a Facility A Loan outstanding during an Interest Period corresponding to that period, and the due date for payment of that interest shall be the last day of that period.

Indemnities

UTILISATION - SWINGLINE LOANS

General

In this Clause, Clause 2.1 (The Facilities) and Clause 9 (Repayment and Prepayment of Swingline Loans):

“Available Swingline Commitment” of a Swingline Lender means (but without limiting Clause 8.5 (Relationship with Facility A)) that Lender’s Swingline Commitment minus:

the amount of its participation in any outstanding Swingline Loans; and

in relation to any proposed Utilisation under the Swingline Facility, the amount of its participation in any Swingline Loans that are due to be made under the Swingline Facility on or before the proposed Utilisation Date,

“Available Swingline Facility” means the aggregate for the time being of each Swingline Lender’s Available Swingline Commitment.

“New York Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City.

“Overall Commitment” of a Lender means:

its Facility A Commitment; or

in the case of a Swingline Lender which does not have a Facility A Commitment, the Facility A Commitment of a Lender which is its Affiliate.

“Total Swingline Commitments” means the aggregate of the Swingline Commitments, being five hundred million US dollars (USD 500,000,000) at the date of this Agreement minus any Swingline Commitments, as may be reduced and cancelled in accordance with Clause 12.9 (Right of Cancellation in relation to a Swingline Lender).

Any reference in this Agreement to an “Interest Period” includes each period determined under this Agreement by reference to which interest on a Swingline Loan is calculated.

The following provisions do not apply to Swingline Loans:

Clause 4 (Conditions of Utilisation), except for Clause 4.1 (Initial Conditions Precedent);

Clause 5 (Utilisation – Loans);

Clause 10 (Optional currencies);

Clause 11.1 (Repayment);

Clause 12.4 (Voluntary Prepayment);

Clause 13 (Interest) as it applies to the calculation of interest on a Loan but not default interest on an overdue amount;

Clause 14 (Interest Periods); and

Clause 15 (Changes to the calculation of interest).

Delivery of a Utilisation Request for Swingline Loans

A Swingline Borrower may utilise the Swingline Facility by delivery to the Swingline Agent with a copy to the Agent of a duly completed Utilisation Request in the form of Part C of Schedule 3 (Utilisation Request - Swingline Loan) not later than the Specified Time.

Each Utilisation Request for a Swingline Loan must be sent to the address in New York notified by the Swingline Agent for this purpose with a copy to the Agent.

Completion of a Utilisation Request for Swingline Loans

Each Utilisation Request for a Swingline Loan is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a New York Business Day within the Availability Period for the Swingline Facility;

the Swingline Loan is denominated in U.S. dollars;

the amount of the Swingline Loan is an amount which is not more than the Available Swingline Facility and is a minimum of U.S. dollars ten million (USD 10,000,000) or, if less, the Available Swingline Facility; and

the proposed Interest Period is specified and:

does not overrun the Termination Date; and

is a period of not more than ten (10) New York Business Days; and

ends on a New York Business Day.

Only one Swingline Loan may be requested in each Utilisation Request, and only two Utilisation Requests may be made in respect of Swingline Loans to be made on the same Business Day.

Swingline Lenders’ participation

If the conditions set out in this Agreement have been met, each Swingline Lender shall make its participation in each Swingline Loan available through its Facility Office in New York.

The Swingline Lenders will not be obliged to comply with paragraph 8.4.1 above if on the date of the Utilisation Request or on the proposed Utilisation Date:

an Event of Default in relation to that Swingline Borrower or an Event of Default in relation to the Guarantor is continuing or would result from the proposed Utilisation; or

the Repeating Representations to be made by that Swingline Borrower or the Guarantor are not true in all material respects.

The amount of each Swingline Lender’s participation in each Swingline Loan will be equal to the proportion borne by its Available Swingline Commitment to the Available Swingline Facility immediately prior to making the Swingline Loan, adjusted to take account of any limit applying under Clause 8.5 (Relationship with Facility A).

The Swingline Agent shall notify each Swingline Lender of the amount of each Swingline Loan and its participation in that Swingline Loan by the Specified Time.

Relationship with Facility A

This Clause 8.5 (Relationship with Facility A) applies when a Swingline Loan is outstanding or is to be borrowed.

Facility A may be used by way of Swingline Loans. The Swingline Facility is not independent of Facility A and is a sub-limit of Facility A. A Swingline Lender shall be a Facility A Lender or an Affiliate of a Facility A Lender.

Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Facility A Loan or a Swingline Loan to the extent that it would not result in the aggregate Base Currency Amount of its participation and that of a Lender which is its Affiliate in the Facility A Loans and Swingline Loans exceeding its Overall Commitment.

REPAYMENT AND PREPAYMENT OF SWINGLINE LOANS

Repayment

A Swingline Borrower shall repay each Swingline Loan on the last day of its Interest Period.

If a Swingline Loan is not repaid in full on its due date, the Swingline Agent shall (if requested to do so in writing by any affected Swingline Lender) set a date (the “Loss Sharing Date”) on which payments shall be made between the Facility A Lenders to re-distribute the unpaid amount between them. The Swingline Agent shall give at least three (3) Business Days prior notice to each affected Facility A Lender of the Loss Sharing Date and notify it of the amounts to be paid or received by it.

On the Loss Sharing Date each Facility A Lender must pay to the Swingline Agent its Proportion of the Unpaid Amount minus its (or its Affiliate’s) Unpaid Swingline Participation (if any). If this produces a negative figure for a Facility A Lender no amount need be paid by that Facility A Lender.

its Facility A Commitment (or, if the Total Commitments are then zero, its Facility A Commitment immediately prior to their reduction to zero) minus the Base Currency Amount of its participation (or that of a Facility A Lender which is its Affiliate) in any outstanding Facility A Loans (but ignoring its (or its Affiliate’s) participation in the unpaid Swingline Loan); to

the Total Commitments (or, if the Total Commitments are then zero, the Total Commitments immediately prior to their reduction to zero) minus any outstanding Facility A Loans (but ignoring the unpaid Swingline Loan).

Out of the funds received by the Swingline Agent pursuant to paragraph 9.1.3 the Swingline Agent shall pay to each Swingline Lender an amount equal to the Shortfall (if any) of that Swingline Lender where:

If the amount actually received by the Swingline Agent from the Facility A Lenders is insufficient to pay the full amount of the Shortfall of all Swingline Lenders then the amount actually received will be distributed amongst the Swingline Lenders pro rata to the Shortfall of each Swingline Lender.

On a payment under this Clause, the paying Facility A Lender will be subrogated to the rights of the Swingline Lenders which have shared in the payment received, which Swingline Lenders agree that they will in that connection waive the benefit of Article 1252 of the French Code Civil.

If and to the extent a paying Facility A Lender is not able to rely on its rights under paragraph 9.1.6(a) above, the relevant Swingline Borrower shall be liable to the paying Facility A Lender for a debt equal to the amount the paying Facility A Lender has paid under this Clause.

Any payment under this Clause does not reduce the obligations in aggregate of any Obligor.

Voluntary Prepayment of Swingline Loans

A Swingline Borrower may prepay at any time the whole of a Swingline Loan.

Unless a contrary indication appears in this Agreement, any part of the Swingline Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

Interest

The rate of interest on each Swingline Loan for any day during its Interest Period is the higher of:

the prime commercial lending rate in U.S. dollars announced by the Swingline Agent at the Specified Time and in force on that day; and

zero point five zero per cent (0.50%) per annum over the rate per annum determined by the Swingline Agent to be the Federal Funds Rate for that day.

The Swingline Agent shall promptly notify the Swingline Lenders and the relevant Swingline Borrower of the determination of the rate of interest under paragraph 9.3.1 above.

If any day during an Interest Period is not a New York Business Day, the rate of interest on a Swingline Loan on that day will be the rate applicable to the immediately preceding New York Business Day.

The relevant Swingline Borrower shall pay accrued interest on each Swingline Loan made to it on the last day of its Interest Period.

Interest Period

Conditions of assignment or transfer

its Swingline Commitment; or

if it does not have a Swingline Commitment, the Swingline Commitment of a Swingline Lender which is its Affiliate.

OPTIONAL CURRENCIES

Selection of currency

Unavailability of a currency

a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

REPAYMENT AND EXTENSION OPTION

Repayment

Each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.

Without prejudice to each Borrower’s obligation under Clauses 11.1.1 above, if one or more Facility A Loans are to be made available to a Borrower:

on the same day that a maturing Loan is due to be repaid by that Borrower;

in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 10.2 (Unavailability of a currency)); and

in whole or in part for the purpose of refinancing the maturing Loan,

if the amount of the maturing Loan exceeds the aggregate amount of the new Facility A Loans:

the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

each Lender’s participation (if any) in the new Facility A Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Loan and that Lender will not be required to make its participation in the new Facility A Loans available in cash; and

if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Facility A Loans:

the relevant Borrower will not be required to make any payment in cash; and

each Lender will be required to make its participation in the new Facility A Loans available in cash only to the extent that its participation (if any) in the new Facility A Loans exceeds that Lender’s participation (if any) in the maturing Loan and the remainder of that Lender’s participation in the new Facility A Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.

Subject to any applicable bankruptcy or insolvency law or regulation, at any time when a Lender becomes a Defaulting Lender:

each of the participations of that Lender in the Facility A Loans then outstanding will be treated as separate Facility A Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding; and

the maturity date of the Separate Loans will be automatically extended to the Termination Date, provided that every six Months from the time such Lender becomes a Defaulting Lender, the conditions in paragraphs (a) and (b) of Clause 4.2 (Further conditions precedent) in respect of each Borrower are satisfied, failing which the Separate Loans shall be fully repaid within three (3) Business Days by such Borrower.

A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving four (4) Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this Clause 11.4 to the Defaulting Lender concerned as soon as practicable on receipt.

Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Interest Period of that Loan.

The terms of this Agreement relating to Facility A Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with Clauses 11.1.3 to 11.1.5 above, in which case those Clauses shall prevail in respect of any Separate Loan.

Extension Option

The Company shall be entitled to request an extension of the Original Termination Date, in accordance with this Clause 11.2, by giving notice to the Agent (an “Extension Request”) not more than 60 days not less than 30 days prior to each of the first anniversary and the second anniversary of the date of this Agreement (each such date being an “Extension Option Exercise Date”).

The Lenders agree that the Original Termination Date may be extended by 364 days on each Extension Option Exercise Date, if each of the following conditions are satisfied on such Extension Option Exercise Date:

no Event of Default is continuing on the date of an Extension Request or would result from the extension of the Original Termination Date to the First Extended Termination Date or to the Second Extended Termination Date (each term as is defined below); and

the Repeating Representations to be made by Company are true and correct in all material respects.

The Agent shall forward a copy of the Extension Request to the Lenders as soon as practicable after receipt of it.

If a Lender, in its individual and sole discretion, agrees to an extension requested by the Company, it shall give notice to the Agent (a “Notice of Extension”) no later than 15 days prior to the Extension Option Exercise Date, that the Original Termination Date may be extended either by 364 days (the “First Extended Termination Date”) or (following an Extension Request issued on the second anniversary of the date of this Agreement) by an additional 364 days or if any Lender had not agreed to extend in respect of the First Extended Termination Date but accepts to extend in respect of the Second Extended Termination Date, by an additional 728 days (the “Second Extended Termination Date”).

If a Lender does not give such Notice of Extension by such date, then that Lender shall be deemed to have refused that extension. Nothing shall oblige a Lender to agree to an Extension Request.

Each Lender shall separately decide whether or not to extend the Original Termination Date to the First Extended Termination Date or to the Second Extended Termination Date. For the avoidance of doubt, each Lender shall be entitled to decide whether or not to accept an Extension Request relating the Second Extended Termination Date, regardless whether it accepted an Extension Request relating to the First Extended Termination Date.

PREPAYMENT AND CANCELLATION

Illegality

that Lender shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Company (provided that such notice gives full details of the cause and the nature of the illegality and its impact on that Lender and provided also that such illegality is both certain and definitive and not one that only applies if that Lender fails to take certain steps which, acting reasonably, it is in a position to take), each Commitment of that Lender to which the illegality relates will be immediately cancelled; and

each Borrower shall repay that Lender’s participation in the Utilisations made to that Borrower on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

Change of control

Hostile changes of control

Amicable changes of control

cancel the Total Commitments whereupon they shall immediately be cancelled;

declare that the Interest Period of any Loan having an Interest Period greater than six (6) months is reduced to six (6) months; and

declare that each Letter of Credit is immediately due and payable whereupon each L/C Borrower that requested the issue of a Letter of Credit shall within two (2) Business Days repay it.

Definitions

there is a “change of control” if the Company (or any company into which the Company is merged) is controlled, directly or indirectly, by a person who is not a member of the Current Control Group or a successor to or company controlled by one or more members of the Current Control Group provided that no such change of control of the Company shall be taken into account if immediately after such change of control the other members of the Current Control Group acting separately or in concert, continue to control the Company;

a “hostile change of control” is a change of control in respect of which the decision of the Company’s Conseil d’Administration on the last occasion on which it discussed the change of control prior to its taking place was that it did not recommend or approve of the change of control;

an “amicable change of control” is a change of control in respect of which the decision of the Company’s Conseil d’Administration on the last occasion on which it discussed the change of control prior to its taking place was that it recommended or approved the change of control;

if the Company’s Conseil d’Administration (i) is not under an obligation to take any decision with respect to a change of control and (ii) does not, in fact, take any such decision, then:

if the change of control in question arises as a result of a transfer of shares by one or more members of the Current Control Group, the Conseil d’Administration will be deemed to have recommended that change in control; and

if the change of control in question results from dealings in shares of the Company which do not involve the Current Control Group, the Conseil d’Administration will be deemed to have stated that it does not recommend that change in control;

“Current Control Group” means (i) AXA Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle and (ii) any other entity incorporated in France and created at the initiative of (A) any member of the Current Control Group and (B) the persons who, acting separately or in concert, directly or indirectly control or are controlled by the Company on the date of this Agreement;

“control” has the meaning given in article L.233-3 of the French Code de Commerce, as of the date of this Agreement; and

the “specified rating agencies” are Standard & Poor’s Rating Services, ▇▇▇▇▇’▇ Investors Service, Inc and Fitch Ratings Ltd.

Voluntary cancellation

The Company may, if it gives the Agent not less than four (4) Business Days’ irrevocable prior notice, cancel the whole or any part of the Available Facility A which is an integral multiple of one million euro (EUR 1,000,000) and at least twenty million euro (EUR 20,000,000).

Any cancellation under this Clause 12.3 (Voluntary cancellation) shall reduce the Commitments of the Lenders rateably under the relevant Facility.

Voluntary Prepayment

prepay the whole or any part of a Facility A Loan (but if in part, by an amount that reduces the Base Currency Amount of that Loan by an amount which is an integral multiple of one million euro (EUR 1,000,000) and at least twenty million euro (EUR 20,000,000)); and/or

prepay the whole or any part of a Letter of Credit (but if in part, by an amount that reduces the amount of that Letter of Credit by an amount which is an integral multiple of one million U.S. dollars (USD 1,000,000) and at least five million U.S. dollars (USD 5,000,000).

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph 17.2.3 of Clause 17.2 (Tax gross-up) or under an equivalent provision of any Finance Document; or

any Lender claims indemnification from the Company under Clause 17.3 (Tax indemnity) or Clause 18.1 (Increased costs); or

any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae); or

any amount payable by a French Obligor under a Finance Document is not or will not be (when the relevant income tax is calculated) deductible from that French Obligor’s taxable income by reason of that amount being (i) accrued or paid to a Lender incorporated, domiciled, established, or acting through a Facility Office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction,

On receipt of a notice of cancellation referred to in paragraph 12.5.1 above, each Commitment of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph 12.5.1 above (or, if earlier, the date specified by the Company in that notice), each Borrower shall repay that Lender’s participation and that of a Lender which is its Affiliate in each Utilisation made by it which is then outstanding.

The Company may, in the circumstances set out in paragraph 12.5.1 above, on ten (10) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that

Lender shall) transfer pursuant to Clause 33 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a New Lender selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 33 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 35 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

The replacement of a Lender pursuant to paragraph 12.5.4 above shall be subject to the following conditions:

the Company shall have no right to replace the Agent;

neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and

in no event shall the Lender replaced under paragraph 12.5.4 above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

Mandatory prepayment and cancellation in relation to a single Lender

the Company shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying that Lender, each of its Commitments will be immediately reduced to zero; and

that Borrower shall repay that Lender’s participation in each Utilisation made by it which is then outstanding on whichever is the later of the date specified by that Lender in a notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and the date which is thirty (30) days after the Agent’s notification referred to in paragraph 12.6.2 above.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 12 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

Unless a contrary indication appears in this Agreement, any part of Facility A which is prepaid may be reborrowed in accordance with the terms of this Agreement.

The Borrowers shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 12, it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

Right of cancellation in relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent not less than ten (10) Business Days’ notice of cancellation of each Available Commitment of that Lender.

On the notice referred to in paragraph 12.8.1 above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph 12.8.1 above, notify all the Lenders.

Right of cancellation in relation to a Swingline Lender

Without prejudice to the provisions in paragraph 12.5.1 and to paragraph 12.5.4 of Clause 12.5 (Right of replacement or repayment and cancellation in relation to a single Lender), if any Swingline Lender claims indemnification for Increased Costs in relation to its Swingline Commitments, the Company may, at any time whilst that Swingline Lender continues to claim for Increased Costs, give the Agent not less than ten (10) Business Days’ notice of cancellation of the Swingline Commitment of that Swingline Lender. Such notice shall take effect with respect to all Swingline Loans made after the date of cancellation specified in such notice (provided that the provisions of Clause 9.1 (Repayment) shall continue to apply to any Swingline Loans made prior to the date of effective cancellation in respect of such Swingline Lender).

On the notice referred to in paragraph 12.9.1 above becoming effective, the Swingline Commitment of such Swingline Lender shall immediately be cancelled and reduced to zero.

This shall be without prejudice to the Facility A Commitment of the relevant Swingline Lender, which shall not be reduced or affected in any way by this Clause 12.9.

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph 12.9.1 above, notify all the Lenders.

Right of cancellation in relation to an L/C Lender

Without prejudice to the provisions in paragraph 12.5.1 and to paragraph 12.5.4 of Clause 12.5 (Right of replacement or repayment and cancellation in relation to a single Lender), if any L/C Lender claims indemnification for Increased Costs in relation to its potential liability under or in respect of a Letter of Credit, the Company may, at any time whilst that L/C Lender continues to claim for Increased Costs, give the Agent not less than ten (10) Business Days’ notice of such L/C Lender ceasing to be an L/C Lender and the cancellation of its L/C Commitment. In respect of Letters of Credit issued prior to the date of such notice becoming effective, the Company shall at its option either prepay the relevant L/C Lender’s proportion of the outstanding Letters of Credit or make any payments in respect of the Increased Costs claimed by such L/C Lender in accordance with Clause 18 (Increased Costs).

On a notice referred to in paragraph 12.10.1 above becoming effective that L/C Lender shall immediately cease to be an L/C Lender and shall have no further L/C Commitment in respect of new Letters of Credit to be issued after such date.

This shall be without prejudice to the Facility A Commitment of the relevant L/C Lender, which shall not be reduced or affected in any way by this Clause 12.10.

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph 12.10.1 above, notify all the Lenders.

INTEREST

Calculation of interest

Margin;

LIBOR or, in relation to any Loan in euro, EURIBOR; and

Mandatory Cost, if any.

Payment of interest

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue to the fullest extent permitted by law on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph 13.3.2 below, is one per cent (1%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 13.3 shall be immediately payable by the Obligor on demand by the Agent.

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent (1%) higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount only if, within the meaning of Article 1154 of the French Code Civil, such interest is due for a period of at least one (1) year, but will remain immediately due and payable.

Notification of rates of interest

Effective Global Rate (Taux Effectif Global)

INTEREST PERIODS

Selection of Interest Periods

A Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan.

Subject to this Clause 14 (Interest Periods), a Borrower may select an Interest Period of one (1), two (2), three (3) or six (6) Months or any other period agreed between the Company and the Agent (acting on the instructions of all the Lenders).

An Interest Period for a Facility A Loan or a Swingline Loan shall not extend beyond the Termination Date.

A Loan has one (1) Interest Period only.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Absence of quotations

Market disruption

If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the relevant Borrower may withdraw its Utilisation Request by notice delivered to the Agent no later than 5.00 p.m. (Paris time) on the Business Day preceding the Utilisation Date subject to any Break Costs but otherwise without premium or penalty. If the relevant Borrower does not so notify the Agent, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the rate per annum which is the sum of:

the Margin;

the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select;

the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

In this Agreement “Market Disruption Event” means:

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and Interest Period; or

before close of business in Paris on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose aggregate participation in a Loan exceeds fifty per cent (50%) of that Loan) that the cost to it or to them of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR or, if applicable, EURIBOR.

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph 15.2.1 above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

The Agent shall promptly, and in any event no later than 10.00 a.m. Paris time on the Business Day following the relevant Quotation Day, notify AXA and the relevant Borrower of the occurrence of a Market Disruption Event.

Break Costs

Each Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

FEES

Non-Utilisation fee

The Company shall pay to the Agent for the account of each Lender a fee in respect of the period from the date of this Agreement to the last Business Day of the Availability Period computed at the rate of zero point one two two five per cent (0.1225%) on the Available Commitment of that Lender in respect of Facility A.

The accrued non-utilisation fee is payable in arrear on the last day of each successive period of three (3) Months which ends during the relevant Availability Period and on the cancelled amount of Facility A at the time the cancellation is effective.

No non-utilisation fee shall be payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

Utilisation Fee

The Company shall, for the duration of the period ending on the Termination Date and for so long as any Loans are outstanding, pay to the Agent for the account of the Lenders a fee in respect of each successive period of three months (each a “Computation Quarter”) computed at the rate of:

zero point fifteen per cent. (0.15%) per annum on the aggregate amount of the outstanding Loans (an “Outstanding Loan Amount”) for each day on which the Outstanding Loan Amount during the relevant Computation Quarter is greater than one third of the Total Commitments; or

zero point thirty per cent. (0.30%) per annum of the Outstanding Loan Amount for each day on which the Outstanding Loan Amount during the relevant Computation Quarter is greater than two thirds of the Total Commitments.

The accrued utilisation fee is payable in arrears on the last day of each Computation Quarter.

Arrangement and participation fees

Bookrunning fee

Agency fee

Swingline agency fee

TAX GROSS-UP AND INDEMNITIES

Definitions

In this Agreement:

with respect to payments from Obligors established in France:

fulfils the conditions imposed by French law in order for a payment not to be subject to any Tax Deduction; or

is a Treaty Lender in respect of France;

with respect to payments made by or on behalf of a U.S. Borrower:

is a U.S. Person; or

is entitled to receive payments in respect of a Utilisation without deduction or withholding of any United States federal income tax either as a result of such payments being effectively connected with trade or business within the United States of America or under a portfolio interest exemption; or

is a Treaty Lender in respect of the United States of America;

with respect to payments from Obligors incorporated in the United Kingdom, a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

a Lender:

which is a bank (as defined for the purpose of section 879 of ITA) making an advance under a Finance Document; or

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of ITA) at the time that that advance was made,

a Treaty Lender in respect of the United Kingdom; and

with respect to payments from Obligors incorporated in another jurisdiction, is a Treaty Lender in respect of that jurisdiction.

Unless a contrary indication appears, in this Clause 17, a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

Each Obligor shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

Each Obligor shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

An Obligor is not required to make an increased payment to a Lender under paragraph 17.2.3 above for a Tax Deduction in respect of Tax imposed by its jurisdiction of incorporation (or, with respect to AXA Bermuda, the United States) on a payment of interest, if on the date on which the payment falls due:

the payment could have been made to the relevant Lender without a Tax Deduction if it had been a Qualifying Lender with respect to the payment in question, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement, or any published practice or concession of any relevant taxing authority;

the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph 17.2.8; or

the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with paragraph 17.2.9.

An Obligor is not required to make an increase in payment to a Lender under paragraph 17.2.3 above for a Tax Deduction in respect of Tax imposed by FATCA.

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.