Form 8-K ALLIANCEBERNSTEIN HOLDIN For: Oct 22

---

Date of Report (Date of earliest event reported):

October 22, 2014

Delaware	001-09818	13-3434400
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, New York, New York	10105
(Address of principal executive offices)	(Zip Code)

Registrants telephone number, including area code:

212-969-1000

�	AllianceBernstein Holding l.p.
�	�	�
�	�	�
Dated:� October 24, 2014	By:�	/s/ Mona Bhalla
�	�	Mona Bhalla Corporate Secretary

---

---

Exhibit 10.01

�

REVOLVING CREDIT AGREEMENT

Dated as of December 9, 2010

Amended and Restated as of January 17, 2012

and Supplemented July 13, 2012

Further Amended and Restated as of October 22, 2014

among

ALLIANCEBERNSTEIN L.P.,

and

SANFORD C. BERNSTEIN & CO., LLC

as Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

CITIGROUP GLOBAL MARKETS INC.,

J.P. MORGAN SECURITIES LLC,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

and

HSBC SECURITIES (USA) INC.

as Joint Lead Arrangers and Joint Book Managers,

CITIBANK, N.A.

JPMORGAN CHASE BANK, N.A.,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

and

HSBC BANK USA, NATIONAL ASSOCIATION

as Co-Syndication Agents,

SUMITOMO MITSUI BANKING CORPORATION

and

STATE STREET BANK AND TRUST COMPANY,

as Co-Documentation Agents

and

THE FINANCIAL INSTITUTIONS WHOSE NAMES APPEAR

ON THE SIGNATURE PAGES HEREOF AS BANKS

---

---

TABLE OF CONTENTS

(continued)

---

---

---

---

Schedules

�

�

Exhibits

�

---

THIS REVOLVING CREDIT AGREEMENT, dated as of December 9, 2010, amended and restated as of January 17, 2012, supplemented July 13, 2012 and further amended and restated as of October 22, 2014 (this Credit Agreement), by and among ALLIANCEBERNSTEIN L.P., a Delaware limited partnership (together with its permitted successors, the Company), SANFORD C. BERNSTEIN & CO., LLC, a Delaware limited liability company (together with its permitted successors, Sanford Bernstein and together with the Company, the Borrowers), the financial institutions from time to time party hereto (collectively, the Banks), and BANK OF AMERICA, N.A., as administrative agent for the Banks (in such capacity, the Administrative Agent);

WHEREAS, the Borrowers, the lenders parties thereto and Bank of America, N.A., as administrative agent, are parties to that certain Revolving Credit Agreement dated as of December 9, 2010, amended and restated as of January 17, 2012 and supplemented July 13, 2012 (the Existing Credit Agreement).� Subject to the satisfaction of the conditions set forth in Section 9, the Borrowers, the parties hereto and Bank of America, N.A., as Administrative Agent, desire to amend and restate the Existing Credit Agreement as herein set forth;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth hereinbelow, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto do hereby agree as follows:

�

Accounting Change.� As defined in Section 6.10.

Accounting Notice.� As defined in Section 6.10.

Acquisition.� As defined in Section 7.2.

Administrative Agent.� Bank of America, acting as administrative agent for the Banks, or any successor Administrative Agent appointed pursuant to Section 13.1.6.

Administrative Agents Head Office.� The Administrative Agents head office located at 101 North Tryon Street, Charlotte, North Carolina 28255, or at such other location as the Administrative Agent may designate in a written notice to the other parties hereto from time to time.

Administrative Questionnaire.�� An Administrative Questionnaire in a form supplied by the Administrative Agent

Affected Computation.� As defined in Section 6.10.

---

Affiliate.� As defined under Rule 144 (a) under the Securities Act of 1933, as amended, but, in the case of any Borrower, not including any Subsidiary or any investment fund which is managed or advised by such Borrower.

Alliance Distributors.� AllianceBernstein Investments, Inc., a Delaware corporation, or any successor thereto as the primary distributor of securities of investment companies sponsored by the Company or its Subsidiaries.

Alternate Base Rate.� For any day a fluctuating rate per annum equal to the sum of (a) the Applicable Margin plus (b) highest of (i) the Federal Funds Rate Basis plus 1/2 of 1%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate, and (iii) the LIBOR Rate Basis plus 1.00%.� The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.� Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

Alternate Base Rate Loan.� A Revolving Credit Loan which bears interest at the Alternate Base Rate.

�

Anti-Corruption Laws.� All laws, rules and regulations of any jurisdiction applicable to the Company or any of its Subsidiaries from time to time concerning or relating to money laundering, bribery or corruption.

�

Applicable Lending Office.� With respect to each Bank, such Banks Domestic Lending Office in the case of a Federal Funds Rate Loan, Alternate Base Rate Loan or Swing Loan and such Banks LIBOR Lending Office in the case of a LIBOR Loan.

Applicable Margin.� An annual percentage rate determined by the Administrative Agent, as of any date of determination, in accordance with the Companys long-term senior unsecured debt rating in effect as of any date of determination as follows:

Notwithstanding the foregoing, (a) if there is a split in the debt ratings of only one level, the Applicable Margin of the higher debt rating shall apply and (b) if there is a split in the debt ratings of more than one level, the Applicable Margin that is one level higher than the Applicable Margin of the lower debt rating shall apply, in any such case, subject, as applicable, to the provisions of Section 4.10 hereof.

---

Approved Fund.� Any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank.

�

Assignment and Acceptance.� An assignment and acceptance entered into by a Bank and an Eligible Assignee (with the consent of any party whose consent is required by Section 18.1), and accepted by the Administrative Agent, in substantially the form of Exhibit J or any other form approved by the Administrative Agent and the Company.

�

Attributable Indebtedness.� On any date with respect to any Person, in respect of any Synthetic Lease Obligation of such Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.

�

AXA Group.� AXA, a soci�t� anonyme � directoir et conseil de surveillance organized under the laws of France, and its Subsidiaries (excluding the Company, the General Partner and their respective Subsidiaries).

�

Bank of America.� Bank of America, N.A., a national banking association.

Bankruptcy Law.� Any proceeding of the type referred to in Section 11.1(h) or (i) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

�

Banks.� As defined in the preamble hereto.

�

Borrowers.� As defined in the preamble hereto.

�

Broker-Dealer Debt.� The obligations incurred or otherwise arising in connection with the Securities Trading Activities of any Broker-Dealer Subsidiary, provided, that Broker-Dealer Debt shall not include borrowings under this Credit Agreement.

�

Broker-Dealer Subsidiaries.� The Subsidiaries listed on Schedule 2 attached hereto and each other Subsidiary that engages in activities of the type described in the definition of Securities Trading Activities and that is so designated by the Company in writing to the Administrative Agent; and Broker-Dealer Subsidiary means any one of such Broker-Dealer Subsidiaries.

�

Business.� With respect to any Person, the assets, properties, business, operations and condition (financial and otherwise) of such Person.

�

Business Day.� Any day on which banking institutions in Charlotte, North Carolina and New York, New York, are open for the transaction of banking business and, in the case of LIBOR Loans, also a day which is a LIBOR Business Day.

�

Capitalized Leases.� Leases under which the Company or any of its Consolidated Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

---

Cash Collateralize.� To pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent or the Swing Banks (as applicable) and the Banks, as collateral for obligations of Defaulting Banks to fund participations in Swing Loans, cash or deposit account balances or, if any Swing Bank shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) such Swing Bank (as applicable).� Cash Collateral shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

�

Change of Control.� (a) Any issue, sale, or other disposition of Voting Equity Securities of the General Partner which results in AXA Financial, Inc. and its Subsidiaries, and any member of the AXA Group, collectively beneficially owning or controlling, directly or indirectly, less than in excess of fifty percent (50%) (by number of votes) of the Voting Equity Securities of the General Partner or (b) the consummation of any transaction which results in Sanford Bernstein ceasing to be a wholly-owned Subsidiary of the Company.

�

Change of Control Date.� Any date upon which a Change of Control occurs.

�

Closing Date.� The date, not later than October 22, 2014, on which each of the conditions set forth in Section 9 is satisfied or waived.

�

Code.� The Internal Revenue Code of 1986, as amended.

�

Co-Documentation Agents.� Sumitomo Mitsui Banking Corporation and State Street Bank and Trust Company, acting as co-documentation agents.

�

Commitment.� With respect to each Bank party hereto on the date hereof, its obligation to make Loans to the Borrowers, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Banks name on Schedule 1 under the caption Commitment or opposite such caption in the Assignment and Acceptance pursuant to which such Bank becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement; or if such commitment is terminated pursuant to the provisions hereof, zero.

�

Commitment Percentage.� With respect to each Bank at any time, the percentage (carried out to the ninth decimal place) of the Total Commitment represented by such Banks Commitment at such time.� If the Commitment of each Bank has been terminated in full pursuant to Section 2.5(a) or 11.1, or if the Commitments have expired, then the Commitment Percentage of each Bank shall be determined based on the Commitment Percentage of such Bank most recently in effect, after giving effect to any subsequent assignments.� The initial Commitment Percentage of each Bank is set forth opposite the name of such Bank on Schedule 1 or in the Assignment and Acceptance pursuant to which such Bank becomes a party hereto, as applicable.

�

Company Control Change Notice.� As defined in Section 6.3.3.

�

Company Materials.� As defined in Section 6.2.

---

Company Partnership Agreement.� The Amended and Restated Agreement of Limited Partnership of the Company, dated as of October 29, 1999, by and among the General Partner and those other Persons who became partners of the Company as provided therein, as such agreement has been amended and exists at the date of this Credit Agreement and may be amended or modified from time to time in compliance with the provisions of this Credit Agreement.

�

Consolidated or consolidated.� Except as otherwise provided, with reference to any term defined herein, shall mean that term as applied to the accounts of the Company, the Consolidated Subsidiaries and the Excluded Funds consolidated in accordance with GAAP.

�

Consolidated Adjusted Cash Flow.� With respect to any fiscal period, the sum of (A) EBITDA for such fiscal period, plus (B) non-cash charges (other than charges for depreciation and amortization) for such fiscal period to the extent deducted in determining Consolidated Net Income (or Loss) for such period, less (C) earnings resulting from any reappraisal, revaluation, or write-up of assets.

�

Consolidated Adjusted Funded Debt.� At any time, the aggregate Outstanding principal amount of Funded Debt of the Company and the Consolidated Subsidiaries (whether owed by more than one of them jointly or by any of them singly) at such time determined on a consolidated basis and, except with respect to items (f) and (g) of the definition of Funded Debt, determined in accordance with GAAP.

�

Consolidated Interest Charges.� With respect to a fiscal period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Consolidated Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP (but excluding any of the foregoing items incurred in connection with Broker-Dealer Debt), (b) the portion of rent expense of the Company and its Consolidated Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP and (c) the portion of Synthetic Lease Obligations that is treated as interest in accordance with GAAP.

�

Consolidated Interest Coverage Ratio.� As of any date of determination, the ratio of (a) Consolidated Adjusted Cash Flow to (b) Consolidated Interest Charges, in each case for the period of the four fiscal quarters most recently ended for which the Company has delivered financial statements.

�

Consolidated Leverage Ratio.� As of any date of determination, the ratio of (a) Consolidated Adjusted Funded Debt as of such date to (b) Consolidated Adjusted Cash Flow for the period of the four fiscal quarters most recently ended for which the Company has delivered financial statements.

�

Consolidated Net Income (Loss).� The net income ( loss) attributable to� Company Unit holders, determined in accordance with GAAP, but excluding in any event:

---

Consolidated Net Worth.� The excess of Consolidated Total Assets over Consolidated Total Liabilities, less, to the extent otherwise includible in the computations of Consolidated Net Worth, any subscriptions receivable with respect to Equity Securities of the Company or its Subsidiaries (with such adjustments as may be appropriate so as not to double count intercompany items).

Consolidated Subsidiaries.� At any point in time, the Subsidiaries of the Company (which, as provided in the definition of Subsidiary do not include the Excluded Funds) that are consolidated with the Company for financial reporting purposes with respect to the fiscal period of the Company in which such point in time occurs.

Consolidated Total Assets.� All assets of the Company determined on a consolidated basis (excluding the Excluded Funds) in accordance with GAAP.

Consolidated Total Liabilities.� All liabilities of the Company determined on a consolidated basis (excluding the Excluded Funds) in accordance with GAAP.

Contracts.� Contracts, agreements, mortgages, leases, bonds, promissory notes, debentures, guaranties, Capitalized Leases, indentures, pledges, powers of attorney, proxies, trusts, franchises, or other instruments or obligations.

Control Change Notice.� As defined in Section 6.3.3.

Conversion Request.� A notice given by a Borrower to the Administrative Agent of such Borrowers election to convert or continue a Loan in accordance with Section 2.9.

Co-Syndication Agent.� Citibank, N.A., JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and HSBC Bank USA, National Association acting as co-syndication agents.

Credit Agreement.� This Revolving Credit Agreement, including the Schedules and Exhibits hereto.

Default.� Any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

---

Defaulting Bank.� Subject to Section 2.13.2, any Bank that, as reasonably determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder,� including in respect of its Loans or participations in respect of Swing Loans, within three Business Days of the date required to be funded by it hereunder, unless such Bank notifies the Administrative Agent and the applicable Borrower in writing that such failure is the result of such Banks determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified either Borrower, or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Banks obligation to fund a Loan hereunder and states that such position is based on such Banks determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent acting in good faith, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations hereunder, provided that such Bank shall cease to be a Defaulting Bank upon receipt of such confirmation by the Administrative Agent, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any debtor relief law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a Government Authority, so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Bank (or such governmental authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Person.

�

Designated Jurisdiction.� Any country or territory to the extent that such country or territory itself is the subject of any Sanction (at the date hereof, Cuba, Iran, North Korea, Sudan and Syria).

Disposition.� As defined in Section 7.1.

Distribution.� With respect to any Entity, the declaration or payment (without duplication) of any dividend or distribution on or in respect of any Equity Securities of such Entity, other than dividends payable solely in Equity Securities of such Entity that are not required to be classified as liabilities on the balance sheet of such Entity under GAAP; the purchase, redemption, or other retirement of any Equity Securities of such Entity, directly or indirectly through a Subsidiary of such Entity or otherwise; or the return of capital by such Entity to the holders of its Equity Securities as such.

Dollars or $.� Dollars in lawful currency of the United States of America.

Domestic Lending Office.� Initially, the office of each Bank specified as its Domestic Lending Office in its Administrative Questionnaire delivered to the Company and the Administrative Agent or such other office of such Bank, if any, located within the United States that will be making or maintaining Federal Funds Rate Loans or Alternate Base Rate Loans as such Bank may from time to time specify in writing to the Company and the Administrative Agent.

Drawdown Date.� The date on which any Loan is made or is to be made, and the date on which any Revolving Credit Loan is converted or continued in accordance with Section 2.9.

EBITDA.� The Consolidated Net Income (or Loss) for any period, plus provision for any income taxes, interest (whether paid or accrued, but without duplication of interest accrued for previous periods), depreciation, or amortization for such period, in each case to the extent deducted in determining such Consolidated Net Income (or Loss).

---

Effective Date.� As defined in Section 6.10(c).

Eligible Assignee.� Any of (a) a Bank, (b) an Affiliate of a Bank, (c) an Approved Fund, (d) a commercial bank or finance company organized under the laws of the United States, any State thereof, or the District of Columbia, and having total assets in excess of One Billion Dollars ($1,000,000,000); (e) a commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development (the OECD), or a political subdivision of any such country, and having total assets in excess of One Billion Dollars ($1,000,000,000), provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; and (f) the central bank of any country which is a member of the OECD; provided that neither the Company nor any of its Affiliates, and no Defaulting Bank, shall qualify as an Eligible Assignee.

Employee Benefit Plan.� Any employee benefit plan within the meaning of �3(2) of ERISA maintained or contributed to by the Company or any ERISA Affiliate, other than a Multiemployer Plan.

Entity.� Any corporation, partnership, trust, unincorporated association, joint venture, limited liability company, or other legal or business entity.

Equity Securities.� With respect to any Entity, all equity securities of such Entity, including any (a) common or preferred stock, (b) limited or general partnership interests, (c) limited liability company member interests, (d) options, warrants, or other rights to purchase or acquire any equity security, or (e) securities convertible into any equity security.

ERISA.� The Employee Retirement Income Security Act of 1974, as amended.

ERISA Affiliate.� Any Person that is treated as a single employer together with the Company under �414 of the Code.

ERISA Reportable Event.� A reportable event with respect to a Guaranteed Pension Plan within the meaning of �4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived.

Event of Default.� As defined in Section 11.

Examining Authority.� The meaning set forth in Rule 15c3-1(c)(12) under the Securities Exchange Act of 1934, as amended.

�

---

FATCA.� Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any applicable intergovernmental agreements between a non-U.S. jurisdiction and the United States with respect thereto; any law, regulations, or other official guidance enacted in a non-U.S. jurisdiction relating to an intergovernmental agreement related thereto, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

Federal Funds Rate.� A simple interest rate equal to the sum of the Federal Funds Rate Basis plus 0.25% per annum plus the Applicable Margin.� The Federal Funds Rate shall be adjusted automatically as of the opening of business of the effective date of each change in the Federal Funds Rate Basis to account for such change.

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

Federal Funds Rate Loan.� A Revolving Credit Loan (other than an Alternate Base Rate Loan) which bears interest at the Federal Funds Rate.

Fee Letter.� That certain fee letter dated September 22, 2014 among the Company, Bank of America, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Foreign Bank.� Any Bank that is organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia.

---

Fronting Exposure.� At any time there is a Defaulting Bank, with respect to each Swing Bank, such Defaulting Banks Commitment Percentage of Swing Loans other than Swing Loans as to which such Defaulting Banks participation obligation has been reallocated to other Banks or Cash Collateralized in accordance with the terms hereof.

�

�

Funded Debt.� With respect to the Company or any Consolidated Subsidiary, without duplication, (a) all Indebtedness for money borrowed of such Person, (b) in respect of Capitalized Leases, the capitalized amount thereof that would appear on a balance sheet of such Person prepared in accordance with GAAP, (c) all reimbursement obligations of such Person with respect to letters of credit, bankers acceptances, or similar facilities issued for the account of such Person, (d) Indebtedness in respect of the securitization of 12b-1 Fees, (e) all guarantees, endorsements, acceptances, and other contingent obligations of such Person, whether direct or indirect, in respect of Indebtedness for borrowed money of others, including any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor, to purchase Indebtedness for borrowed money, or to assure the owner of Indebtedness for borrowed money against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the Indebtedness held by such owner or otherwise, (f) net obligations of such Person under any Swap Contract in an amount equal to the Swap Termination Value thereof, and (g) Attributable Indebtedness of such Person.� Notwithstanding the foregoing, Funded Debt shall not include Broker-Dealer Debt.

GAAP.� Subject to Section 6.10, (a) when used in financial covenants set forth in Section 8, whether directly or indirectly through reference to a capitalized term used therein,� (i) principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, in effect for the fiscal year ended on December 31, 2010, and (ii) to the extent consistent with such principles, the accounting practices of the Company reflected in its consolidated financial statements for the year ended on December 31, 2010, and (b) when used in general, other than as provided above, means principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (ii) consistently applied with past financial statements of the Company adopting the same principles, provided that in each case referred to in this definition of GAAP a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in GAAP) as to financial statements in which such principles have been properly applied.

General Partner.� (a) AllianceBernstein Corporation, a Delaware corporation, in its capacity as general partner of the Company and (b) any other Persons who satisfy the requirements for admitting general partners without causing a Default or an Event of Default as set forth in Section 11.1(n) and who are so admitted, each in its capacity as a general partner of the Company, and their respective successors.

Government Authority.� The United States of America or any state, district, territory, or possession thereof, any local government within the United States of America or any of its territories and possessions, any foreign government having appropriate jurisdiction or any province, territory, or possession thereof, or any court, tribunal, administrative or regulatory agency, taxing or revenue authority, central bank or banking regulatory agency, commission, or body of any of the foregoing.

---

Government Mandate.� With respect to (a) any Person, any statute, law, rule, regulation, code, or ordinance duly adopted by any Government Authority, any treaty or compact between two (2) or more Government Authorities, and any judgment, order, decree, ruling, finding, determination, or injunction of any Government Authority, in each such case that is, pursuant to appropriate jurisdiction, legally binding on such Person, any of its Subsidiaries or any of their respective properties, and (b) the Administrative Agent or any Bank, in addition to subsection (a) hereof, any policy, guideline, directive, or standard duly adopted by any Government Authority with respect to the regulation of banks, monetary policy, lending, investments, or other financial matters.

Granting Lender.� As defined in Section 18.6.

Guarantee.� As to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Funded Debt or other obligation payable or performable by another Person (the primary obligor) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Funded Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Funded Debt or other obligation of the payment or performance of such Funded Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Funded Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Funded Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Funded Debt or other obligation of any other Person, whether or not such Funded Debt or other obligation is assumed by such Person.� The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.� The term Guarantee as a verb has a corresponding meaning.� For the avoidance of doubt, Guarantee shall not include any obligations, contingent or otherwise, of any Person guaranteeing or having the economic effect of guaranteeing Broker-Dealer Debt.

Guaranteed Obligations.�As defined in Section 14.1.

Guaranteed Pension Plan.� Any employee pension benefit plan within the meaning of �3(2) of ERISA maintained or contributed to by the Company or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

---

Indebtedness.� All obligations, contingent and otherwise, that in accordance with GAAP should be classified upon the obligors balance sheet as liabilities, or to which reference should be made by footnotes thereto in accordance with GAAP, including, without duplication: (a) all debt and similar monetary obligations, whether direct or indirect; (b) all liabilities secured by any Lien existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all obligations in respect of hedging contracts, including, without limitation, interest rate and currency swaps, caps, collars and other financial derivative products; and (d) all Guarantees, endorsements, and other contingent obligations whether direct or indirect in respect of indebtedness of others, including any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise, and the obligations to reimburse the issuer in respect of any letters of credit.� Notwithstanding the foregoing, Indebtedness shall not include Broker-Dealer Debt.

Indemnified Liabilities.� As defined in Section 16.

Indemnified Taxes.� Taxes other than Excluded Taxes.

Interest Payment Date.� (a) As to any Federal Funds Rate Loan, Alternate Base Rate Loan or Swing Loan, the first Business Day of each calendar quarter for the immediately preceding calendar quarter during all or a portion of which such Federal Funds Rate Loan, Alternate Base Rate Loan or Swing Loan were Outstanding and the maturity of such Federal Funds Rate Loan or Alternate Base Rate Loan and (b) as to any LIBOR Loan, the last day of each Interest Period with respect to such LIBOR Loan, the maturity of such LIBOR Loan, and, if the Interest Period of such LIBOR Loan is longer than three (3) months, the date that is three (3) months from the first day of such Interest Period and the last day of each successive three (3) month period during such Interest Period.

Interest Period.� (a) With respect to any LIBOR Loan, (i) initially, the period commencing on the Drawdown Date of such Loan and ending on the last day of, as selected by the applicable Borrower in a Loan Request, one (1) week, or one (1), two (2), three (3) or six (6) months, if available in readily ascertainable markets; and (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by such Borrower in a Conversion Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(b) With respect to each Swing Loan, the period specified by the applicable Borrower from one (1) to seven (7) days pursuant to the Swing Loan Request.

Investment.� As to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.� For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

---

LIBOR Business Day.� Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England.

LIBOR Lending Office.� Initially, the office of each Bank specified as its LIBOR Lending Office in its Administrative Questionnaire delivered to the Company and the Administrative Agent or such other office of such Bank, if any, located within the United States that will be making or maintaining LIBOR Loans as such Bank may from time to time specify in writing to the Company and the Administrative Agent.

LIBOR Loan.� A Revolving Credit Loan which bears interest at the LIBOR Rate.

LIBOR Rate.� A simple per annum interest rate equal to the sum of (a) the quotient of (i) the LIBOR Rate Basis divided by (ii) one minus the LIBOR Reserve Percentage, stated as a decimal, plus (b) the Applicable Margin.� The LIBOR Rate shall be rounded upward to four decimal places and shall apply to the applicable Interest Period, and, once determined, shall be subject to the provisions of this Credit Agreement and shall remain unchanged during the applicable Interest Period, except for changes to reflect adjustments in the LIBOR Reserve Percentage.

LIBOR Rate Basis.

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; and provided, further, if such rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Credit Agreement.

LIBOR Reserve Percentage.� The percentage which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System, as such regulation may be amended from time to time, as the actual reserve requirement applicable with respect to Eurocurrency Liabilities (as that term is defined in Regulation D), to the extent that any Bank has any Eurocurrency Liabilities subject to such reserve requirement at that time.� The LIBOR Rate for any LIBOR Loan shall be adjusted as of the effective date of any change in the LIBOR Reserve Percentage.

---

Lien.� Any lien, mortgage, security interest, pledge, charge, beneficial or equitable interest or right, hypothecation, collateral assignment, easement, or other encumbrance.

Loan Documents.� This Credit Agreement, any Notes and any instrument or document designated by the parties thereto as a Loan Document for purposes hereof.

Loan Request.� A notice of Revolving Credit Loan pursuant to Section 2.8, which shall be substantially in the form of Exhibit B or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

Loans.� Revolving Credit Loans and Swing Loans made or to be made by the Banks to the Borrowers pursuant to Section 2.

Majority Banks.� The Banks whose aggregate Commitments constitute more than fifty percent (50%) of the Total Commitment or, if the Commitments have been terminated, the Banks whose Loans constitute more than fifty percent (50%) of the Total Outstandings; provided that (a) for purposes of determining the Majority Banks, Swing Loans shall be deemed to be held by the Banks ratably and (b) the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Bank shall be excluded for purposes of making a determination of Majority Banks.

Material Adverse Effect.� A material adverse effect on (a) the ability of any Borrower to enter into and to perform and observe its Obligations under the Loan Documents, (b) the assets, properties, business, operations and condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole or (c) the rights and remedies of the Administrative Agent and the Banks under any of the Loan Documents or the validity or enforceability of the Loan Documents.

Material Broker-Dealer Subsidiary.� Any Broker-Dealer Subsidiary that has total assets as of the date of determination equal to not less than five (5%) of the Consolidated Total Assets of the Company as set forth in the consolidated balance sheet of the Company (excluding the Excluded Funds) included in the most recent available annual or quarterly report of the Company.

Material Subsidiary.� Any Subsidiary of the Company or Alliance Distributors that, singly or together with any other such Subsidiaries then subject to one or more of the conditions described in Section 11.1(h), Section 11.1(i), or Section 11.1(m), either (a) at the date of determination owns Significant Assets, or (b) has total assets as of the date of determination equal to not less than five percent (5%) of the Consolidated Total Assets of the Company as set forth in the consolidated balance sheet of the Company (excluding the Excluded Funds) included in the most recent available annual or quarterly report of the Company.

Maturity Date.� October 22, 2019.

Moodys Rating.� With respect to any Entity, the rating assigned to long-term senior unsecured debt issued by such Entity by Moodys Investors Service, Inc. from time to time in effect or, if such Entity does not issue long-term senior unsecured debt rated by Moodys Investors Service, Inc., the issuer rating assigned by Moodys Investors Service, Inc. from time to time in effect.

---

Multiemployer Plan.� Any multiemployer plan within the meaning of �3(37) of ERISA maintained or contributed to by the Company or any ERISA Affiliate.

Net Capital Rule.� Rule 15c3-1 under the Securities Exchange Act of 1934, as amended.

1940 Act.� The Investment Company Act of 1940, as amended.

Non-Consenting Bank.� Any Bank that does not approve any consent, waiver or amendment that (i) requires the approval of all Banks or all affected Banks in accordance with the terms of Section 26 and (ii) has been approved by the Majority Banks.

Notes.� Any Notes of a Borrower to the Banks in respect of such Borrowers Obligations under this Credit Agreement of even date herewith, substantially in the form of Exhibit A, as amended, modified and renewed from time to time.

Obligations.� All indebtedness, obligations, and liabilities of any Borrower or its Subsidiaries to any of the Banks and the Administrative Agent, individually or collectively, existing on the date of this Credit Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising or incurred under this Credit Agreement or any of the other Loan Documents or in respect of any of the Loans made or any of the Notes or other instruments at any time evidencing any thereof.

OFAC.� The Office of Foreign Assets Control of the United States Department of the Treasury.

Other Taxes.� All present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Credit Agreement or any other Loan Document.

Outstanding.� With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

�

Participant.� As defined in Section 18.1(d).

�

PBGC.� The Pension Benefit Guaranty Corporation created by �4002 of ERISA and any successor entity or entities having similar responsibilities.

Permits.� Permits, licenses, franchises, patents, copyrights, trademarks, trade names, approvals, clearances, and applications for or rights in respect of the foregoing of any Government Authority.

Permitted Liens.� Liens permitted by Section 7.3.

Person.� Any individual, Entity or Government Authority.

�

Platform.� As defined in Section 6.2.

---

Proceedings.� Any (a) actions at law, (b) suits in equity, (c) bankruptcy, insolvency, receivership, dissolution, or reorganization cases or proceedings, (d) administrative or regulatory hearings or other proceedings, (e) arbitration and mediation proceedings, (f) criminal prosecutions, (g) judgment levies, foreclosure proceedings, pre-judgment security procedures, or other enforcement actions, and (h) other litigation, actions, suits, and proceedings conducted by, before, or on behalf of any Government Authority.

�

Public Lender.� As defined in Section 6.2.

Real Estate.� All real property at any time owned or leased (as lessee or sublessee) by the Company or any of its Subsidiaries.

Record.� The grid attached to a Note, or the continuation of such grid, or any other similar record, including computer records, maintained by any Bank with respect to any Loan referred to in such Note or in this Credit Agreement.

Register.� As defined in Section 18.1(c).

Related Parties.� With respect to any Person, such Persons Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Persons Affiliates.

Reorganization and Reorganize.� As defined in Section 7.2.

Responsible Officer.� The chief executive officer, president, chief operating officer, chief financial officer, treasurer, assistant treasurer, controller or assistant controller of a Borrower and, solely for purposes of notices given pursuant to Article 2, any other officer or employee of the applicable Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent.� Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership, company and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.

Revolving Credit Loans.� Revolving credit loans made or to be made by the Banks to the Borrowers pursuant to Section 2, but not including Swing Loans.

Sanction(s).� With respect to any Person, any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union or Her Majestys Treasury to the extent applicable to such Person.

Securities Trading Activities.� The activities in the ordinary course of business of a Broker-Dealer Subsidiary, including, without limitation, acting as a broker for clients and/or as a dealer in the purchase and sale of securities traded on exchanges or in the over-the-counter markets and engaging in other capital markets activities for customer facilitation, entering into securities repurchase agreements and reverse repurchase agreements, securities lending and borrowing and securities clearing, either through agents or directly through clearing systems.

---

Significant Assets.� At the date of any sale, transfer, assignment, or other disposition of assets of the Company or any of its Subsidiaries (or as of the date of any Default), assets of the Company or any of its Subsidiaries (including Equity Securities of Subsidiaries of the Company) which generated thirty-three and one-third percent (33 1/3%) or more of the consolidated revenues of the Company during the four (4) fiscal quarters of the Company most recently ended (the Measuring Period), provided that assets of the Company or any of its Subsidiaries (including Equity Securities of Subsidiaries of the Company) which do not meet the definition of Significant Assets in the first part of this sentence shall nonetheless be deemed to be Significant Assets if such assets generated revenues for the Measuring Period that if subtracted from the consolidated revenues of the Company for the Measuring Period would result in consolidated revenues of the Company for the Measuring Period of less than $1,200,000,000.

S&P Rating.� With respect to any Entity, the rating assigned to long-term senior unsecured debt issued by such Entity by Standard & Poors Financial Services LLC from time to time in effect or, if such Entity does not issue long-term senior unsecured debt rated by Standard & Poors Financial Services LLC, the counterparty rating assigned by Standard & Poors Financial Services LLC from time to time in effect.

SPC.� As defined in Section 18.6.

Subsidiary.� Any Entity (i) of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting Equity Securities of such Entity, or (ii) that is consolidated with such Entity in accordance with Financial Accounting Standards Board Interpretation No. 46-Revised.� Notwithstanding the foregoing, the term Subsidiary shall not include any Entity that is an investment company, investment fund or similar Entity that is managed or advised by the Company or any Subsidiary of the Company and in which the Companys or such Subsidiarys ownership of Voting Equity Securities is a function of its role as manager or adviser (whether as general partner or otherwise) rather than its economic or beneficial interest in the entity.� Unless otherwise provided herein, any reference to a Subsidiary shall mean a Subsidiary of the Company.

Swap Contract.� A Swap Contract is:� (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any International Foreign Exchange Master Agreement (any such master agreement, together with any related schedules, a Master Agreement), including any such obligations or liabilities under any Master Agreement.

Swap Termination Value.� In respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined by the Company based upon one or more mid-market or other readily available quotations provided by one or more recognized dealers in such Swap Contracts (which may include a Bank or any affiliate of a Bank).

---

Swing Bank.� Bank of America, Citibank, N.A., JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and HSBC Bank USA, National Association, acting as swing loan lenders, and their respective successors.

Swing Loan.� Any Loan made to a Borrower by a Swing Bank from time to time, which Loan shall be made in accordance with Section 2.4(b).

Swing Loan Rate.� A simple interest rate equal to the sum of (a) the Federal Funds Rate Basis, (b) the Applicable Margin for Federal Funds Rate Loans and (c) 0.375% per annum.� The Swing Loan Rate shall be adjusted automatically as of the opening of business of the effective date of each change in the Federal Funds Rate Basis to account for such change.

Swing Loan Request.� A notice of Swing Loan pursuant to Section 2.4.2, which shall be substantially in the form of Exhibit F or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

Swing Sublimit.� As to each Swing Bank, an amount equal to the lesser of (a) $48,000,000 and (b) the Total Commitment.� The aggregate Swing Sublimit for all Swing Banks is $240,000,000.� The Swing Sublimit of each Swing Bank is part of, and not in addition to, the Total Commitment.

Synthetic Lease Obligation.� The monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease, where such transaction is considered borrowed money Indebtedness for tax purposes but which is classified as an operating lease pursuant to GAAP.

Taxes.� All present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Government Authority, including any interest, additions to tax or penalties applicable thereto.

�

Termination Date.� The earlier of (a) the Maturity Date and (b) the date of termination in whole of the Commitments pursuant to Section 2.5(a) or 11.1.�

�

Total Commitment.� The sum of the Commitments of the Banks, as in effect from time to time.� As of the Closing Date the Total Commitment is $1,000,000,000.

Total Outstandings.� The aggregate Outstanding amount of all Loans.

12b-1 Fees.� All or any portion of (a) the compensation or fees paid, payable, or expected to be payable to the Company or any of its Subsidiaries for acting as the distributor of securities as permitted under Rule 12b-l under the 1940 Act, (b) the contingent deferred sales charges or redemption fees paid, payable, or expected to be paid to the Company or any of its Subsidiaries, and (c) any right, title, or interest in or to any such compensation or fees.

Type.� As to any Loan, its nature as a Federal Funds Rate Loan, Alternate Base Rate Loan or LIBOR Loan, as the case may be.

Units.� Units of limited partnership interest in the Company.

---

Voting Equity Securities.� Equity Securities of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the Entity that issued such Equity Securities.

Withdrawal Liability.� Withdrawal liability within the meaning of Part I of Subtitle E of Title IV of ERISA.

---

The facility fee shall be calculated based upon the Companys long-term senior unsecured debt rating in effect as of any date of determination as follows:

�

Notwithstanding the foregoing, (a) if there is a split in the debt ratings of only one level, the facility fee of the higher debt rating shall apply and (b) if there is a split in the debt ratings of more than one level, the facility fee that is one level higher than the facility fee of the lower debt rating shall apply, in any such case, subject, as applicable, to the provisions of Section 4.10 hereof.

---

---

---

---

---

---

---

�

---

�

�

---

---

---

---

---

---

---

---

Without limiting the generality of the foregoing, if the Borrowers are resident for tax purposes in the United States, any Foreign Bank shall deliver to the Borrowers 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 Bank becomes a Bank under this Credit Agreement (and from time to time thereafter upon the request of a Borrower or the Administrative Agent, but only if such Foreign Bank is legally entitled to do so), whichever of the following is applicable:

---

If a payment made to a Bank under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Bank 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 Bank shall deliver to the Borrowers and the Administrative Agent, to the extent it is legally able to do so, at the time or times prescribed by law and at such time or times reasonably requested by a 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 a Borrower or the Administrative Agent as may be necessary for the Borrowers or the Administrative Agent to comply with their obligations under FATCA, to determine that such Bank has complied with such Banks obligations under FATCA or to determine the amount to deduct and withhold from such payment.� For purposes of this Section 4.11, FATCA shall include any Treasury regulations or interpretations thereof.

---

Each Borrower represents and warrants (as to itself and its Subsidiaries) to the Banks and the Administrative Agent as follows:

---

---

---

---

Each Borrower (as to itself and its Subsidiaries, as applicable) covenants and agrees that, so long as any Loan or any Note is Outstanding or any Bank has any obligation to make any Loans:

Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), set forth in comparative form the figures for the previous fiscal year; (II) be in reasonable detail and prepared in accordance with GAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or Sanford Bernstein, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of Sanford Bernstein, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows Sanford Bernstein, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to scope, by PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, and, in the case of items (i) and (ii), shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such accountants to the effect that in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Credit Agreement as to accounting matters (provided that such accountants may also state that the audit was not directed primarily toward obtaining knowledge of such noncompliance), or, if such accountants shall have obtained knowledge of any such noncompliance, they shall disclose in such statement any such noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any such noncompliance;

---

---

The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, Company Materials) by posting the Company Materials on IntraLinks or another similar electronic system (the Platform) and (b) certain of the Banks (each, a Public Lender) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons securities.� The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked PUBLIC which, at a minimum, shall mean that the word PUBLIC shall appear prominently on the first page thereof; (x) by marking Company Materials PUBLIC, the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked PUBLIC are permitted to be made available through a portion of the Platform designated Public Side Information; and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked PUBLIC as being suitable only for posting on a portion of the Platform not designated Public Side Information.� Notwithstanding the foregoing, the Company shall be under no obligation to mark any Company Materials PUBLIC.

---

---

---

�

---

---

The Company covenants and agrees that, so long as any Loan or any Note is Outstanding or any Bank has any obligation to make any Loans:

This covenant is not intended to restrict the conversion of a short-term investment of any Borrower into cash or into another investment which remains an asset of such Borrower.

---

�

---

---

---

The Company covenants and agrees that, so long as any Loan or any Note is Outstanding or any Bank has any obligation to make any Loans:

---

The obligations of the Banks to enter into this Credit Agreement shall be subject to the satisfaction of the following conditions precedent at or before the Closing Date:

---

The obligations of the Banks to make any Loan, including the Revolving Credit Loans and the Swing Loans, whether on or after the Closing Date, shall also be subject to the satisfaction of the conditions precedent set forth below.� Each of the submission of a Loan Request or a Swing Loan Request by a Borrower and the acceptance by such Borrower of any Loan shall constitute a representation and warranty by such Borrower that the conditions set forth below have been satisfied.

---

---

---

---

---

To the extent permitted by applicable law, regardless of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks or any of their respective Affiliates to any Borrower and any securities or other property of any Borrower in the possession of such Bank or such Affiliate (other than any accounts maintained pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (or any successor provision) as a Special Reserve Bank Account for the Exclusive Use of Customers (or under such other designation as may be specified under such rule or any� successor provision)) may be applied to or set off by such Bank or such Affiliate against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Borrower to such Bank; provided, that in the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.13 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Bank, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.� Each of the Banks agrees with each other Bank that if such Bank shall receive from any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations held by such Bank by Proceedings against any Borrower, by proof thereof in bankruptcy, reorganization, liquidation, receivership, or similar Proceedings, or otherwise, and shall retain and apply to the payment of the Obligations held by such Bank, any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations held by all of the Banks (exclusive of payments to be made for the account of less than all of the Banks as provided in Sections 2.13, 3.2.2, 4.6, 4.7, 4.9 and 4.11), such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro�tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations held by it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

---

---

---

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.3 and 15.

---

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

---

---

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Bank or any other Person upon the insolvency, bankruptcy or reorganization of Sanford Bernstein or otherwise, all as though such payment had not been made.

---

---

---

The Borrowers shall upon demand either, as the Banks or the Administrative Agent may require and regardless of whether any Loans are made hereunder, pay in the first instance or reimburse the Banks and the Administrative Agent (to the extent that payments for the following items are not made under the other provisions hereof) for (a) the reasonable out-of-pocket costs of producing and reproducing this Credit Agreement, the other Loan Documents, and the other agreements and instruments mentioned herein, (b) reasonable out-of-pocket expenses incurred in connection with the syndication of this facility, (c) the reasonable fees, expenses, and disbursements of the Administrative Agents special counsel incurred in connection with the preparation, the administration, or interpretation of the Loan Documents, the other instruments mentioned herein, and the term sheet for the transactions contemplated by this Credit Agreement, each closing hereunder, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the reasonable fees, expenses, and disbursement of the Administrative Agent incurred by the Administrative Agent in connection with the preparation, administration, or interpretation of the Loan Documents and other instruments mentioned herein, and (e) all reasonable out-of-pocket expenses (including reasonable outside counsel fees and costs), and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by any Bank or the Administrative Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against any Borrower or any of its Subsidiaries or the administration thereof after the occurrence of a Default and (ii) any Proceeding or dispute whether arising hereunder or otherwise, in any way related to any Banks or the Administrative Agents relationship with any Borrower or any of its Subsidiaries.� The Borrowers shall not be responsible under clause (e) above for the fees and costs of more than one law firm in any one jurisdiction with respect to any one Proceeding or set of related Proceedings for the Administrative Agent and the Banks, unless any of the Administrative Agent and the Banks shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Administrative Agent and the other Banks or there are other circumstances that in the reasonable judgment of the Administrative Agent and the Banks make separate counsel advisable.� The covenants of this Section 15 shall survive payment or satisfaction of all other Obligations and the termination of the Commitments and the Loan Documents.

---

The Borrowers shall, regardless of whether any Loans are made hereunder, indemnify and hold harmless the Administrative Agent and the Banks, and each Related Party of any of the foregoing Persons, from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, causes of action, and Proceedings, and reasonable costs and expenses in connection therewith, incurred, suffered, sustained, or required to be paid by an indemnified party by reason of or resulting, directly or indirectly, from the transactions contemplated by the Loan Documents, including (a) any actual or proposed use by any Borrower or any of its Subsidiaries of the proceeds of any of the Loans, (b) any Borrower or any of its Subsidiaries entering into or performing this Credit Agreement or any of the other Loan Documents, or (c) with respect to any Borrower and its Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substances or any Proceeding brought or threatened with respect to any Hazardous Substances (including claims with respect to wrongful death, personal injury, or damage to property), in each case including the reasonable fees and disbursements of outside legal counsel incurred in connection with any such Proceeding (collectively, the Indemnified Liabilities), provided, however, the Borrowers shall not be obligated to indemnify any party for any damages, losses, settlement payments, obligations, liabilities, claims, causes of action, Proceedings, costs, and expenses that were caused directly by (i) the gross negligence or willful misconduct of the indemnified party as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) any material breach by any Defaulting Bank of its obligation to fund a Loan pursuant to this Credit Agreement, provided that no Borrower is then in Default.� In Proceedings, or the preparation therefor, the indemnified parties shall be entitled to select their legal counsel and, in addition to the foregoing indemnity, the Borrowers shall, promptly upon demand, pay in the first instance, or reimburse the indemnified parties for, the reasonable fees and expenses of such legal counsel.� The Borrowers shall not be responsible under this section for the fees and costs of more than one law firm in any one jurisdiction for the Borrowers and the indemnified parties with respect to any one Proceeding or set of related Proceedings, unless any indemnified party shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Borrowers or there are other circumstances that in the reasonable judgment of the indemnified parties make separate counsel advisable.� If, and to the extent that the obligations of the Borrowers under this Section 16 are unenforceable for any reason, the Borrowers shall make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable law.� The covenants contained in this Section 16 shall survive payment or satisfaction in full of all other Obligations and the termination of the Commitments and the Loan Documents.� No indemnified party referred to in this Section shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent such damages result from the gross negligence or willful misconduct of the indemnified party as determined by a court of competent jurisdiction in a final and non-appealable judgment.

All covenants, agreements, representations, and warranties made herein, in any Notes, in any of the other Loan Documents, or in any documents or other papers delivered by or on behalf of any Borrower or any of its Subsidiaries pursuant hereto shall be deemed to have been relied upon by the Banks and the Administrative Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Banks of the Loans, as herein contemplated, and all covenants and agreements shall continue in full force and effect so long as any amount due under this Credit Agreement or any Notes or any of the other Loan Documents remains outstanding or any Bank has any obligation to make any Loans, and for such further time as may be otherwise expressly specified in this Credit Agreement.� All statements contained in any certificate or other paper delivered to any Bank or the Administrative Agent at any time by or on behalf of any Borrower or any of its Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Borrower or such Subsidiary hereunder.

---

---

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 18.1, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Bank under this Credit Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Banks rights and obligations under this Credit Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.6, 4.9, 4.11, 15 and 16 and bound by the provisions of Section 20 with respect to facts and circumstances occurring prior to the effective date of such assignment).� Any assignment or transfer by a Bank of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with Section 18.1(d).

---

---

---

Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 19.2 below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).� Notices and other communications delivered through electronic communications to the extent provided in Section 19.2 below, shall be effective as provided in Section 19.2 below.� If requested by the Company, the Administrative Agent�shall deliver to the Company a copy of each Administrative Questionnaire it receives.

---

Notices and other communications to the Banks hereunder may be delivered or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,� provided that the foregoing shall not apply to notices to any Bank pursuant to Article 2 if such Bank has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.� The Administrative Agent, the Swing Banks or the Borrowers may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senders receipt of an acknowledgement from the intended recipient (such as by the return receipt requested function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

THE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE.� THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.� NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.� In no event shall the Administrative Agent or any of its Related Parties (collectively, the Agent Parties) have any liability to any Borrower, any Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Companys, Sanford Bernsteins or the Administrative Agents transmission of Company Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet�except to the extent that such losses, claims, damages, liabilities or expenses result from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Company, any Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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

---

The Administrative Agent and the Banks shall be entitled to rely and act upon any notices (including telephonic notices, Loan Requests and Swing Loan Requests) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.� The Company shall indemnify the Administrative Agent, each Bank and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower, except to the extent that such losses, costs, expenses and liabilities have resulted from the gross negligence or willful misconduct of such Person.� All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Each of the Administrative Agent and the Banks agrees to maintain the confidentiality of Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates respective partners, directors, officers, employees, agents, advisors and representatives who need to know such Information to permit such Bank to evaluate, administer or enforce this Credit Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any permitted assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement, (g) on a confidential basis to (i) any rating agency in connection with rating any Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of any Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 20 or (y) becomes available to the Administrative Agent, any Bank or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower, subject, in the case of any disclosure in accordance with clause (c) of this sentence and to the extent legal and practicable, to giving the Borrowers notice prior to such disclosure.� In addition, the Administrative Agent and the Banks may disclose the existence of this Credit Agreement and information about this Credit Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Banks in connection with the administration of this Credit Agreement, the other Loan Documents, and the Commitments.

---

For purposes of this Section 20, Information means all information received from any Borrower or any of its Subsidiaries relating to such Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Bank on a nonconfidential basis prior to disclosure by such Borrower, whether or not the information is marked as confidential.� Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to any other third party information subject to a confidentiality agreement substantially similar to this Section 20.

THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.� EACH OF THE ADMINISTRATIVE AGENT THE BANKS, AND EACH BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19.� EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.� EACH OF THE ADMINISTRATIVE AGENT, THE BANKS, AND EACH BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

The captions in this Credit Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

This Credit Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.� In proving this Credit Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.� Any signatures delivered after the Closing Date by a party by facsimile transmission shall be deemed an original signature hereto.

---

The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby.� Neither this Credit Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 26.

EACH OF THE ADMINISTRATIVE AGENT, THE BANKS, AND EACH BORROWER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES, OR ANY OF THE OTHER LOAN DOCUMENTS, AND RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).� EXCEPT AS PROHIBITED BY LAW, EACH OF THE ADMINISTRATIVE AGENT, THE BANKS AND EACH BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.� EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Except as otherwise expressly provided in this Credit Agreement, any term of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein may be amended with, but only with, the written consent of the affected Borrower and the Majority Banks and either acknowledged by or notified to the Administrative Agent.� Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, any acceleration of amounts owing under the Loan Documents may be rescinded, and the performance or observance by any Borrower of any terms of this Credit Agreement, the other Loan Documents, or any other instrument related hereto or mentioned herein or the continuance of any Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Majority Banks. Notwithstanding the foregoing (a) the rate of interest on the Loans (other than interest accruing pursuant to Section 4.10 following the effective date of any waiver by the Majority Banks of the Default relating thereto) may not be decreased, the term of the Loans may not be extended, the definition of Maturity Date may not be amended, the extension of any scheduled date of payment of any principal, interest or fees hereunder may not be made, any mandatory payment of principal under Section 3.2.1 may not be waived or extended, the pro rata sharing provisions of Section 13.3.1 may not be amended, the facility fees hereunder may not be decreased and the Outstanding principal amount of the Loans, or any portion thereof, may not be forgiven, in each such case, without the written consent of the Borrowers and the written consent of each Bank directly affected thereby; (b) neither this Section 26 nor the definition of Majority Banks may be amended without the written consent of all of the Banks; (c) the obligations of the Company under Section 14 may not be released without the written consent of all of the Banks; (d) the amount of the Administrative Agents fee and Section 13 may not be amended without the written consent of the Administrative Agent; and (e) the amount of the Commitment of any Bank may not be increased without the consent of such Bank.� No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon.� No course of dealing or delay or omission on the part of any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto.� No notice to or demand upon a Borrower shall entitle such Borrower to other or further notice or demand in similar or other circumstances.� Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks), except that (x) the Commitment of any Defaulting Bank may not be increased or extended�without the consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such Defaulting Bank.

---

No failure by any Bank or the Administrative Agent or any Borrower to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.� The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

The provisions of this Credit Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Credit Agreement in any jurisdiction.� Without limiting the foregoing provisions of this Section 28, if and to the extent that the enforceability of any provisions in this Credit Agreement relating to Defaulting Banks shall be limited by debtor relief laws, as determined in good faith by the Administrative Agent or the Swing Banks, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

The words execute, execution, signed, signature, and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Acceptances, amendments or other modifications, Loan Requests, Swing Loan Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

---

Each Bank that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Bank) hereby notifies each Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the Act), it is required to obtain, verify and record information that identifies such Borrower, which information includes the name and address of such Borrower and other information that will allow such Bank or the Administrative Agent, as applicable, to identify such Borrower in accordance with the Act.� Each Borrower shall, promptly following a request by the Administrative Agent or any Bank, provide all documentation and other information that the Administrative Agent or such Bank requests in order to comply with its ongoing obligations under applicable know your customer and anti-money laundering rules and regulations, including the Act.

The Administrative Agent, each Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the Lenders), may have economic interests that conflict with those of the Borrowers.� The Borrowers agree that nothing in the this Credit Agreement or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and any Borrower, its stockholders or its affiliates.� Each Borrower acknowledges and agrees that (i) the transactions contemplated by this Credit Agreement are arms-length commercial transactions between the Lenders, on the one hand, and the Borrowers, on the other, (ii) in connection therewith and with the process leading to such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of such Borrower, its management, stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary responsibility in favor of such Borrower with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised or is currently advising such Borrower on other matters) or any other obligation to such Borrower except the obligations expressly set forth herein and (iv) such Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate.� Each Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.� Each Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Borrower, in connection with such transaction or the process leading thereto.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

---

IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as of the date first set forth above.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

Banks	�	Commitment		�	�	Commitment Percentage		�
Bank of America, N.A.	�	$	100,000,000.00	�	�	�	10.000000000	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	�	$	100,000,000.00	�	�	�	10.000000000	%
Brown Brothers Harriman & Co.	�	$	30,000,000.00	�	�	�	3.000000000	%
Citibank, N.A.	�	$	100,000,000.00	�	�	�	10.000000000	%
Credit Agricole Corporate and Investment Bank	�	$	30,000,000.00	�	�	�	3.000000000	%
Credit Suisse AG, Cayman Islands Branch	�	$	65,000,000.00	�	�	�	6.500000000	%
Deutsche Bank AG New York Branch	�	$	65,000,000.00	�	�	�	6.500000000	%
Goldman Sachs Bank USA	�	$	40,000,000.00	�	�	�	4.000000000	%
HSBC Bank USA, National Association	�	$	100,000,000.00	�	�	�	10.000000000	%
JPMorgan Chase Bank, N.A.	�	$	100,000,000.00	�	�	�	10.000000000	%
Morgan Stanley Bank, N.A.	�	$	65,000,000.00	�	�	�	6.500000000	%
The Northern Trust Company	�	$	45,000,000.00	�	�	�	4.500000000	%
State Street Bank and Trust Company	�	$	80,000,000.00	�	�	�	8.000000000	%
Sumitomo Mitsui Banking Corporation	�	$	80,000,000.00	�	�	�	8.000000000	%
TOTAL	�	$	1,000,000,000.00	�	�	�	100	%

1.	AllianceBernstein Investments, Inc.
2.	Sanford C. Bernstein & Co., LLC
3.	Sanford C. Bernstein Limited
4.	Sanford C. Bernstein (Hong Kong) Limited

Jurisdiction	Secured Party	Filing Found	File No.	Date Filed	Collateral
United Kingdom, Companies House �	Tomen Corporation	395	�	01-10-92	Rent Deposit Deed
	Land Securities PLC	395	�	02-02-08	Rent Deposit Deed

�	[ALLIANCEBERNSTEIN L.P.
�	�	�	�
�	By:	�	�
�		Title: ]	�
�	�	�	�
�	[SANFORD C. BERNSTEIN & CO., LLC
�	�	�	�
�	By:	�	�
�		Title:	�
�	�	�	�
�	By:	�	�
�		Title: ]	�

�	Very truly yours,
�	�	�	�
�	[ALLIANCEBERNSTEIN L.P.
�	�	�	�
�	By:	�	�
�	�	Title: ]	�
�	�	�	�
�	[SANFORD C. BERNSTEIN & CO., LLC
�	�	�	�
�	By:	�	�
�	�	Title:	�
�	�	�	�
�	By:	�	�
�	�	Title: ]	�

�	Very truly yours,
�	�	�	�
�	[ALLIANCEBERNSTEIN L.P.
�	�	�	�
�	By:	�	�
�	�	Title: ]	�
�	�	�	�
�	[SANFORD C. BERNSTEIN & CO., LLC
�	�	�	�
�	By:	�	�
�	�	Title:	�
�	�	�	�
�	By:	�	�
�	�	Title: ]	�

�	Very truly yours,�
�	�	�	�
�	[ALLIANCEBERNSTEIN L.P.
�	�	�	�
�	By:	�	�
�	�	Title: ]	�
�	�	�	�
�	[SANFORD C. BERNSTEIN & CO., LLC
�	�	�	�
�	By:	�	�
�	�	Title:	�
�	�	�	�
�	By:	�	�
�	�	Title: ]	�

�	Very truly yours,
�	�	�	�
�	[ALLIANCEBERNSTEIN L.P.
�	�	�	�
�	By:	�	�
�	�	Title: ]	�
�	�	�	�
�	[SANFORD C. BERNSTEIN & CO., LLC
�	�	�	�
�	By:	�	�
�	�	Title:	�
�	�	�	�
�	By:	�	�
�	�	Title: ]	�

A.	Consolidated Leverage Ratio.						�			�
�	1.	Consolidated Adjusted Funded Debt =					�			$	��
�	2.	Consolidated Adjusted Cash Flow =					�			�
�	�	(a)	EBITDA:				�			�
�	�	�	(i)	Consolidated Net Income (or Loss)			$	�		�
�	�	�	(ii)	to the extent deducted in determining Consolidated Net Income (or Loss):			�			�
�	�	�	�	(w)	income taxes		$	�		�
�	�	�	�	(x)	interest (whether paid or accrued, but without duplication of interest accrued for previous periods)		$	�		�
�	�	�	�	(y)	depreciation		$	�		�
�	�	�	�	(z)	amortization		$	�		�
�	�	�	�	EBITDA = clause A(2)(a)(i) plus clauses A(2)(a)(ii)(w), (x), (y) and (z)			$	�		�
�	�	plus					�			�
�	�	(b)	non-cash charges (other than for depreciation and amortization) to the extent deducted in computing Consolidated Net Income (or Loss)				$	�		�
�	�	less					�			�
�	�	(c)	earnings resulting from any reappraisal, revaluation, or write-up of assets				$	�		�
�	�	Consolidated Adjusted Cash Flow = clauses A(2)(a) plus clause A(2)(b) less clause A(2)(c)					�			$	�
�	3.	Consolidated Leverage Ratio = ratio of clause A(1) to clause A(2):					�				______ to 1.00
Covenant:� Consolidated Leverage Ratio not to exceed 3.00 to 1.00							�			�
Compliance:			yes/no				�			�

B.	Consolidated Interest Coverage Ratio.				�			�
�	1.	Consolidated Adjusted Cash Flow =			�			$	���
�	2.	Consolidated Interest Charges = the sum of			$	��		�
�	�	(a)	all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Consolidated Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP (but excluding any of the foregoing items incurred in connection with Broker-Dealer Debt))		$	��		�
�	�	(b)	the portion of rent expense of the Company and its Consolidated Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP		$	��		�
�	�	(c)	the portion of Synthetic Lease Obligations that is treated as interest in accordance with GAAP)		$	��		�
�	�	Consolidated Interest Charges = clauses B(2)(a) plus clause B(2)(b) plus clause B(2)(c)			�			$	���
�	3.	Consolidated Interest Coverage Ratio = ratio of clause B(1) to clause B(2):			�			�	______ to 1.00
Covenant:� Consolidated Interest Coverage Ratio not to be less than 4.00 to 1.00					�			�
Compliance:			yes/no		�			�

Aggregate Amount of Commitment/Loans for all Lenders1	Amount of Commitment/Loans Assigned1	Percentage Assigned of Commitment/Loans2
$__________________	$__________________	__________________�

�	ASSIGNOR
�	�
�	[NAME OF ASSIGNOR]
�	�
�	By:	�
�		Title:
�	�
�	ASSIGNEE
�	�
�	[NAME OF ASSIGNEE]
�	�
�	By:	�
�		Title:

Consented to and Accepted		�
�		�
Bank of America, N.A., as Administrative Agent		�
�		�
By:	�	�
�	Title:	�
�		�
Consented to:4		�
�		�
AllianceBernstein L.P.		�
�		�
By:	�	�
�	Title:	�
�		�
Consented to:		�
�		�
[Name of Swing Bank]		�
�		�
By:	�	�
�	Title:	�

�	ALLIANCEBERNSTEIN L.P., as Borrower
�	�	�	�
�	By:	�	�
�	�	Title:	�
�	�	�	�
�	SANFORD C. BERNSTEIN & CO., LLC, as Borrower
�	�	�	�
�	By:	�	�
�	�	Title:	�
�	�	�	�
�	By:	�	�
�	�	Title:	�

By:	�	�
Title:	�	�

�	�
COMMITMENT	ACCEPTING BANK
�	�
$	[BANK]
�	�
�	By:	�
�	Title:	�

---