EXECUTION
COPY










CREDIT
AGREEMENT





Dated as
of January 24, 2003





among





AMERON INTERNATIONAL
CORPORATION,


as the
Borrower,





and


The
Subsidiaries of the Borrower


from time
to time party hereto,


as
Guarantors,





BANK OF AMERICA,
N.A.,


as
Administrative Agent and L/C Issuer,





BNP
PARIBAS,


as
Syndication Agent,





and





The Other
Lenders Party Hereto





BANC
OF AMERICA SECURITIES LLC





and





BNP
PARIBAS,


as


Co-Lead
Arrangers and Joint Book Managers











TABLE OF
CONTENTS
 Section
                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                            PageARTICLE
      I DEFINITIONS AND ACCOUNTING TERMS
                                                                                                                                                                                                                                                                                                                                            11.01
                                                                                                                                                                                                                                                                                                                                            Defined
      Terms.
                                                                                                                                                                                                                                                                                                                                            11.02
                                                                                                                                                                                                                                                                                                                                            Other
      Interpretive Provisions.
                                                                                                                                                                                                                                                                                                                                            231.03
                                                                                                                                                                                                                                                                                                                                            Accounting
      Terms.
                                                                                                                                                                                                                                                                                                                                            241.04
                                                                                                                                                                                                                                                                                                                                            Rounding.
                                                                                                                                                                                                                                                                                                                                            241.05
                                                                                                                                                                                                                                                                                                                                            References
      to Agreements and Laws.
                                                                                                                                                                                                                                                                                                                                            241.06
                                                                                                                                                                                                                                                                                                                                            Times
      of Day.
                                                                                                                                                                                                                                                                                                                                            251.07
                                                                                                                                                                                                                                                                                                                                            Letter
      of Credit Amounts.
                                                                                                                                                                                                                                                                                                                                            251.08
                                                                                                                                                                                                                                                                                                                                            Exchange
      Rates; Currency Equivalents.
                                                                                                                                                                                                                                                                                                                                            251.09
                                                                                                                                                                                                                                                                                                                                            Additional
      Permitted Foreign Currencies.
                                                                                                                                                                                                                                                                                                                                            251.10
                                                                                                                                                                                                                                                                                                                                            Redenomination
      of Certain Permitted Foreign
    Currencies.
                                                                                                                                                                                                                                                                                                                                            26ARTICLE
      II THE COMMITMENTS AND CREDIT EXTENSIONS
                                                                                                                                                                                                                                                                                                                                            262.01
                                                                                                                                                                                                                                                                                                                                            Loans.
                                                                                                                                                                                                                                                                                                                                            262.02
                                                                                                                                                                                                                                                                                                                                            Borrowings,
      Conversions and Continuations of
    Loans.
                                                                                                                                                                                                                                                                                                                                            262.03
                                                                                                                                                                                                                                                                                                                                            Letters
      of Credit.
                                                                                                                                                                                                                                                                                                                                            282.04
                                                                                                                                                                                                                                                                                                                                            Prepayments.
                                                                                                                                                                                                                                                                                                                                            352.05
                                                                                                                                                                                                                                                                                                                                            Termination
      or Reduction of Aggregate Revolving
      Commitments.
                                                                                                                                                                                                                                                                                                                                            362.06
                                                                                                                                                                                                                                                                                                                                            Repayment
      of Loans.
                                                                                                                                                                                                                                                                                                                                            372.07
                                                                                                                                                                                                                                                                                                                                            Interest.
                                                                                                                                                                                                                                                                                                                                            372.08
                                                                                                                                                                                                                                                                                                                                            Fees.
                                                                                                                                                                                                                                                                                                                                            372.09
                                                                                                                                                                                                                                                                                                                                            Computation
      of Interest and Fees.
                                                                                                                                                                                                                                                                                                                                            382.10
                                                                                                                                                                                                                                                                                                                                            Evidence
      of Debt.
                                                                                                                                                                                                                                                                                                                                            382.11
                                                                                                                                                                                                                                                                                                                                            Payments
      Generally.
                                                                                                                                                                                                                                                                                                                                            392.12
                                                                                                                                                                                                                                                                                                                                            Sharing
      of Payments.
                                                                                                                                                                                                                                                                                                                                            40ARTICLE
      III TAXES, YIELD PROTECTION AND ILLEGALITY
                                                                                                                                                                                                                                                                                                                                            413.01
                                                                                                                                                                                                                                                                                                                                            Taxes.
                                                                                                                                                                                                                                                                                                                                            413.02
                                                                                                                                                                                                                                                                                                                                            Illegality.
                                                                                                                                                                                                                                                                                                                                            423.03
                                                                                                                                                                                                                                                                                                                                            Inability
      to Determine Rates.
                                                                                                                                                                                                                                                                                                                                            423.04
                                                                                                                                                                                                                                                                                                                                            Increased
      Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate
      Loans.
                                                                                                                                                                                                                                                                                                                                            433.05
                                                                                                                                                                                                                                                                                                                                            Funding
      Losses.
                                                                                                                                                                                                                                                                                                                                            443.06
                                                                                                                                                                                                                                                                                                                                            Matters
      Applicable to all Requests for
      Compensation.
                                                                                                                                                                                                                                                                                                                                            453.07
                                                                                                                                                                                                                                                                                                                                            Survival.
                                                                                                                                                                                                                                                                                                                                            45ARTICLE
      IV GUARANTY
                                                                                                                                                                                                                                                                                                                                            454.01
                                                                                                                                                                                                                                                                                                                                            The
      Guaranty.
                                                                                                                                                                                                                                                                                                                                            454.02
                                                                                                                                                                                                                                                                                                                                            Obligations
      Unconditional.
                                                                                                                                                                                                                                                                                                                                            454.03
                                                                                                                                                                                                                                                                                                                                            Reinstatement.
                                                                                                                                                                                                                                                                                                                                            464.04
                                                                                                                                                                                                                                                                                                                                            Certain
      Additional Waivers.
                                                                                                                                                                                                                                                                                                                                            474.05
                                                                                                                                                                                                                                                                                                                                            Remedies.
                                                                                                                                                                                                                                                                                                                                            474.06
                                                                                                                                                                                                                                                                                                                                            Rights
      of Contribution.
                                                                                                                                                                                                                                                                                                                                            484.07
                                                                                                                                                                                                                                                                                                                                            Guarantee
      of Payment; Continuing Guarantee.
                                                                                                                                                                                                                                                                                                                                            49ARTICLE
      V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
                                                                                                                                                                                                                                                                                                                                            495.01
                                                                                                                                                                                                                                                                                                                                            Conditions
      of Initial Credit Extension.
                                                                                                                                                                                                                                                                                                                                            495.02
                                                                                                                                                                                                                                                                                                                                            Conditions
      to all Credit Extensions.
                                                                                                                                                                                                                                                                                                                                            53ARTICLE
      VI REPRESENTATIONS AND WARRANTIES
                                                                                                                                                                                                                                                                                                                                            546.01
                                                                                                                                                                                                                                                                                                                                            Existence,
      Qualification and Power; Compliance with
      Laws.
                                                                                                                                                                                                                                                                                                                                            54
   i
  6.02
                                                                                                                                                                                                                                                                                                                                      Authorization;
      No Contravention.
                                                                                                                                                                                                                                                                                                                                      546.03
                                                                                                                                                                                                                                                                                                                                      Governmental
      Authorization; Other Consents.
                                                                                                                                                                                                                                                                                                                                      546.04
                                                                                                                                                                                                                                                                                                                                      Binding
      Effect.
                                                                                                                                                                                                                                                                                                                                      546.05
                                                                                                                                                                                                                                                                                                                                      Financial
      Statements; No Material Adverse
    Effect.
                                                                                                                                                                                                                                                                                                                                      556.06
                                                                                                                                                                                                                                                                                                                                      Litigation.
                                                                                                                                                                                                                                                                                                                                      556.07
                                                                                                                                                                                                                                                                                                                                      No
      Default.
                                                                                                                                                                                                                                                                                                                                      566.08
                                                                                                                                                                                                                                                                                                                                      Ownership
      of Property; Liens.
                                                                                                                                                                                                                                                                                                                                      566.09
                                                                                                                                                                                                                                                                                                                                      Environmental
      Compliance.
                                                                                                                                                                                                                                                                                                                                      566.10
                                                                                                                                                                                                                                                                                                                                      Insurance.
                                                                                                                                                                                                                                                                                                                                      576.11
                                                                                                                                                                                                                                                                                                                                      Taxes.
                                                                                                                                                                                                                                                                                                                                      576.12
                                                                                                                                                                                                                                                                                                                                      ERISA
      Compliance.
                                                                                                                                                                                                                                                                                                                                      576.13
                                                                                                                                                                                                                                                                                                                                      Subsidiaries.
                                                                                                                                                                                                                                                                                                                                      586.14
                                                                                                                                                                                                                                                                                                                                      Margin
      Regulations; Investment Company Act; Public Utility Holding Company
      Act.
                                                                                                                                                                                                                                                                                                                                      586.15
                                                                                                                                                                                                                                                                                                                                      Disclosure.
                                                                                                                                                                                                                                                                                                                                      586.16
                                                                                                                                                                                                                                                                                                                                      Compliance
      with Laws.
                                                                                                                                                                                                                                                                                                                                      596.17
                                                                                                                                                                                                                                                                                                                                      Intellectual
      Property.
                                                                                                                                                                                                                                                                                                                                      596.18
                                                                                                                                                                                                                                                                                                                                      Solvency.
                                                                                                                                                                                                                                                                                                                                      596.19
                                                                                                                                                                                                                                                                                                                                      Investments.
                                                                                                                                                                                                                                                                                                                                      596.20
                                                                                                                                                                                                                                                                                                                                      Business
      Locations.
                                                                                                                                                                                                                                                                                                                                      596.21
                                                                                                                                                                                                                                                                                                                                      Brokers'
      Fees.
                                                                                                                                                                                                                                                                                                                                      606.22
                                                                                                                                                                                                                                                                                                                                      Labor
      Matters.
                                                                                                                                                                                                                                                                                                                                      606.23
                                                                                                                                                                                                                                                                                                                                      Nature
      of Business.
                                                                                                                                                                                                                                                                                                                                      606.24
                                                                                                                                                                                                                                                                                                                                      Representations
      and Warranties from Other Loan
    Documents.
                                                                                                                                                                                                                                                                                                                                      60ARTICLE
      VII AFFIRMATIVE COVENANTS
                                                                                                                                                                                                                                                                                                                                      607.01
                                                                                                                                                                                                                                                                                                                                      Financial
      Statements.
                                                                                                                                                                                                                                                                                                                                      607.02
                                                                                                                                                                                                                                                                                                                                      Certificates;
      Other Information.
                                                                                                                                                                                                                                                                                                                                      617.03
                                                                                                                                                                                                                                                                                                                                      Notices
      and Information.
                                                                                                                                                                                                                                                                                                                                      637.04
                                                                                                                                                                                                                                                                                                                                      Payment
      of Obligations.
                                                                                                                                                                                                                                                                                                                                      647.05
                                                                                                                                                                                                                                                                                                                                      Preservation
      of Existence, Etc.
                                                                                                                                                                                                                                                                                                                                      647.06
                                                                                                                                                                                                                                                                                                                                      Maintenance
      of Properties.
                                                                                                                                                                                                                                                                                                                                      647.07
                                                                                                                                                                                                                                                                                                                                      Maintenance
      of Insurance.
                                                                                                                                                                                                                                                                                                                                      647.08
                                                                                                                                                                                                                                                                                                                                      Compliance
      with Laws.
                                                                                                                                                                                                                                                                                                                                      657.09
                                                                                                                                                                                                                                                                                                                                      Books
      and Records.
                                                                                                                                                                                                                                                                                                                                      657.10
                                                                                                                                                                                                                                                                                                                                      Inspection
      Rights.
                                                                                                                                                                                                                                                                                                                                      657.11
                                                                                                                                                                                                                                                                                                                                      Use
      of Proceeds.
                                                                                                                                                                                                                                                                                                                                      657.12
                                                                                                                                                                                                                                                                                                                                      Additional
      Guarantors.
                                                                                                                                                                                                                                                                                                                                      657.13
                                                                                                                                                                                                                                                                                                                                      Pledged
      Assets.
                                                                                                                                                                                                                                                                                                                                      667.14
                                                                                                                                                                                                                                                                                                                                      Further
      Assurances.
                                                                                                                                                                                                                                                                                                                                      66ARTICLE
      VIII NEGATIVE COVENANTS
                                                                                                                                                                                                                                                                                                                                      678.01
                                                                                                                                                                                                                                                                                                                                      Liens.
                                                                                                                                                                                                                                                                                                                                      678.02
                                                                                                                                                                                                                                                                                                                                      Investments.
                                                                                                                                                                                                                                                                                                                                      688.03
                                                                                                                                                                                                                                                                                                                                      Indebtedness.
                                                                                                                                                                                                                                                                                                                                      708.04
                                                                                                                                                                                                                                                                                                                                      Fundamental
      Changes.
                                                                                                                                                                                                                                                                                                                                      718.05
                                                                                                                                                                                                                                                                                                                                      Dispositions.
                                                                                                                                                                                                                                                                                                                                      718.06
                                                                                                                                                                                                                                                                                                                                      Restricted
      Payments.
                                                                                                                                                                                                                                                                                                                                      728.07
                                                                                                                                                                                                                                                                                                                                      Change
      in Nature of Business.
                                                                                                                                                                                                                                                                                                                                      728.08
                                                                                                                                                                                                                                                                                                                                      Transactions
      with Affiliates and Insiders.
                                                                                                                                                                                                                                                                                                                                      728.09
                                                                                                                                                                                                                                                                                                                                      Burdensome
      Agreements.
                                                                                                                                                                                                                                                                                                                                      728.10
                                                                                                                                                                                                                                                                                                                                      Use
      of Proceeds.
                                                                                                                                                                                                                                                                                                                                      73                                                        ii
  8.11
                                                                                                                                                                                                                                                                                                                                      Financial
      Covenants.
                                                                                                                                                                                                                                                                                                                                      738.12
                                                                                                                                                                                                                                                                                                                                      Capital
      Expenditures.
                                                                                                                                                                                                                                                                                                                                      748.13
                                                                                                                                                                                                                                                                                                                                      Prepayment
      of Other Indebtedness, Etc.
                                                                                                                                                                                                                                                                                                                                      748.14
                                                                                                                                                                                                                                                                                                                                      Organization
      Documents; Fiscal Year.
                                                                                                                                                                                                                                                                                                                                      748.15
                                                                                                                                                                                                                                                                                                                                      Ownership
      of Subsidiaries.
                                                                                                                                                                                                                                                                                                                                      748.16
                                                                                                                                                                                                                                                                                                                                      Sale
      Leasebacks.
                                                                                                                                                                                                                                                                                                                                      75ARTICLE
      IX EVENTS OF DEFAULT AND REMEDIES
                                                                                                                                                                                                                                                                                                                                      759.01
                                                                                                                                                                                                                                                                                                                                      Events
      of Default.
                                                                                                                                                                                                                                                                                                                                      759.02
                                                                                                                                                                                                                                                                                                                                      Remedies
      Upon Event of Default.
                                                                                                                                                                                                                                                                                                                                      779.03
                                                                                                                                                                                                                                                                                                                                      Application
      of Funds.
                                                                                                                                                                                                                                                                                                                                      78ARTICLE
      X ADMINISTRATIVE AGENT
                                                                                                                                                                                                                                                                                                                                      7910.01
                                                                                                                                                                                                                                                                                                                                      Appointment
      and Authorization of Administrative
      Agent.
                                                                                                                                                                                                                                                                                                                                      7910.02
                                                                                                                                                                                                                                                                                                                                      Delegation
      of Duties.
                                                                                                                                                                                                                                                                                                                                      7910.03
                                                                                                                                                                                                                                                                                                                                      Liability
      of Administrative Agent.
                                                                                                                                                                                                                                                                                                                                      7910.04
                                                                                                                                                                                                                                                                                                                                      Reliance
      by Administrative Agent.
                                                                                                                                                                                                                                                                                                                                      8010.05
                                                                                                                                                                                                                                                                                                                                      Notice
      of Default.
                                                                                                                                                                                                                                                                                                                                      8010.06
                                                                                                                                                                                                                                                                                                                                      Credit
      Decision; Disclosure of Information by Administrative
      Agent.
                                                                                                                                                                                                                                                                                                                                      8110.07
                                                                                                                                                                                                                                                                                                                                      Indemnification
      of Administrative Agent.
                                                                                                                                                                                                                                                                                                                                      8110.08
                                                                                                                                                                                                                                                                                                                                      Administrative
      Agent in its Individual Capacity.
                                                                                                                                                                                                                                                                                                                                      8210.09
                                                                                                                                                                                                                                                                                                                                      Successor
      Administrative Agent.
                                                                                                                                                                                                                                                                                                                                      8210.10
                                                                                                                                                                                                                                                                                                                                      Administrative
      Agent May File Proofs of Claim.
                                                                                                                                                                                                                                                                                                                                      8210.11
                                                                                                                                                                                                                                                                                                                                      Collateral
      and Guaranty Matters.
                                                                                                                                                                                                                                                                                                                                      8310.12
                                                                                                                                                                                                                                                                                                                                      Other
      Agents; Arrangers and Managers.
                                                                                                                                                                                                                                                                                                                                      84ARTICLE
      XI MISCELLANEOUS
                                                                                                                                                                                                                                                                                                                                      8411.01
                                                                                                                                                                                                                                                                                                                                      Amendments,
      Etc.
                                                                                                                                                                                                                                                                                                                                      8411.02
                                                                                                                                                                                                                                                                                                                                      Notices
      and Other Communications; Facsimile
      Copies.
                                                                                                                                                                                                                                                                                                                                      8611.03
                                                                                                                                                                                                                                                                                                                                      No
      Waiver; Cumulative Remedies.
                                                                                                                                                                                                                                                                                                                                      8711.04
                                                                                                                                                                                                                                                                                                                                      Attorney
      Costs, Expenses and Taxes.
                                                                                                                                                                                                                                                                                                                                      8711.05
                                                                                                                                                                                                                                                                                                                                      Indemnification
      by the Borrower.
                                                                                                                                                                                                                                                                                                                                      8711.06
                                                                                                                                                                                                                                                                                                                                      Payments
      Set Aside.
                                                                                                                                                                                                                                                                                                                                      8811.07
                                                                                                                                                                                                                                                                                                                                      Successors
      and Assigns.
                                                                                                                                                                                                                                                                                                                                      8811.08
                                                                                                                                                                                                                                                                                                                                      Confidentiality.
                                                                                                                                                                                                                                                                                                                                      9111.09
                                                                                                                                                                                                                                                                                                                                      Set‐off.
                                                                                                                                                                                                                                                                                                                                      9211.1
                                                                                                                                                                                                                                                                                                                                      Interest
      Rate Limitation.
                                                                                                                                                                                                                                                                                                                                      9211.11
                                                                                                                                                                                                                                                                                                                                      Counterparts.
                                                                                                                                                                                                                                                                                                                                      9311.12
                                                                                                                                                                                                                                                                                                                                      Integration.
                                                                                                                                                                                                                                                                                                                                      9311.13
                                                                                                                                                                                                                                                                                                                                      Survival
      of Representations and Warranties.
                                                                                                                                                                                                                                                                                                                                      9311.14
                                                                                                                                                                                                                                                                                                                                      Severability.
                                                                                                                                                                                                                                                                                                                                      9311.15
                                                                                                                                                                                                                                                                                                                                      Tax
      Forms.
                                                                                                                                                                                                                                                                                                                                      9311.16
                                                                                                                                                                                                                                                                                                                                      Replacement
      of Lenders.
                                                                                                                                                                                                                                                                                                                                      9511.17
                                                                                                                                                                                                                                                                                                                                      Governing
      Law.
                                                                                                                                                                                                                                                                                                                                      9611.18
                                                                                                                                                                                                                                                                                                                                      Waiver
      of Right to Trial by Jury.
                                                                                                                                                                                                                                                                                                                                      9611.19
                                                                                                                                                                                                                                                                                                                                      Judgment
      Currency.
                                                                                                                                                                                                                                                                                                                                      96SIGNATURES
                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                      S-1
                                                   iii
  SCHEDULES1.01
                      Existing
      Letters of Credit2.01
                      Commitments
      and Pro Rata Shares6.03
                      Required
      Consents, Authorizations, Notices and Filings6.06
                      Litigation6.10
                      Insurance6.13(a)
                      Corporate
      Structure6.13(b)
                      Subsidiaries6.17
                      Intellectual
      Property Matters6.20(a)
                      Real
      Properties6.20(b)
                      Collateral
      Locations6.20(c)
                      Chief
      Executive Office, Jurisdiction of Incorporation, Principal Place of
      Business6.22
                      Labor
      Matters8.01
                      Existing
      Liens8.02
                      Existing
      Investments8.03
                      Existing
      Indebtedness11.02
                      Administrative
      Agent's Office, Certain Addresses for
Notices
    EXHIBITS2.02
                        Form
      of Loan Notice2.10
                        Form
      of Revolving Note7.02(b)
                        Form
      of Compliance Certificate7.12
                        Form
      of Joinder Agreement11.07
                        Form
      of Assignment and
Assumption
   iv


CREDIT
AGREEMENT





This
CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to
time, the "Agreement") is
entered into as of January 24, 2003 by and among AMERON INTERNATIONAL
CORPORATION, a Delaware corporation (together with any permitted successors and
assigns, the "Borrower"), the
Subsidiary Guarantors (as defined herein), the Lenders (as defined herein), and
BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (each, as defined
herein).





The Borrower has requested that the
Lenders provide credit facilities in an aggregate amount of $100,000,000 (the
"Credit
Facilities ") for the purposes hereinafter set forth, and the Lenders are
willing to do so on the terms and conditions set forth herein.





In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree
as follows:








ARTICLE
I


DEFINITIONS
AND ACCOUNTING TERMS





1.01        Defined
Terms.





As used
in this Agreement, the following terms shall have the meanings set forth
below:





"1996 Note Purchase
Agreement" means that certain Note Purchase Agreement dated August 28,
1996 among the Borrower and the applicable Senior Noteholders, as the same may
be amended, modified, restated or supplemented and in effect from time to time
in accordance with the terms hereof.





"2003 Note Purchase
Agreement" means that certain Note Purchase Agreement dated January 24,
2003 among the Borrower and the applicable Senior Noteholders, as the same may
be amended, modified, restated or supplemented and in effect from time to time
in accordance with the terms hereof.





"Acquisition" by any
Person, means the acquisition by such Person, in a single transaction or in a
series of related transactions, of all of the Capital Stock or all or
substantially all of the Property of another Person, whether or not involving a
merger or consolidation with such other Person and whether for cash, property,
services, assumption of Indebtedness, securities or otherwise.





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





"Administrative Agent's
Office" means, with respect to any Available Currency, the Administrative
Agent's address and, as appropriate, account as set forth on Schedule 11.02
with respect to such Available Currency, or such other address or account with
respect to such Available Currency as the Administrative Agent may from time to
time notify the Company and the Lenders.










"Administrative
Questionnaire" means an administrative questionnaire in a form supplied
by the Administrative Agent.





"Affiliate" means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.  "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  "Controlling" and
"Controlled"
have meanings correlative thereto.  Without limiting the generality of
the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 10% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.





"Agent-Related
Persons" means the Administrative Agent, together with its Affiliates
(including, in the case of Bank of America in its capacity as the Administrative
Agent, the Arranger), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.





"Aggregate Revolving
Commitments" means the Revolving Commitments of all the
Lenders.  The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is ONE HUNDRED MILLION DOLLARS
($100,000,000).





"Agreement" shall the
meaning assigned to such term in the heading hereof.





"Applicable Rate"
means the following percentages per annum, based upon the Consolidated Leverage
Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 7.02(b):


Applicable
      RatesPricing
                                  Level
                                Consolidated
                                  Leverage
                                  Ratio
                                Eurodollar
                                  Rate
      Loans
                                Base
      Rate
                                  Loans
                                Letter
      of Credit
                                  Fees
                                Commitment
                                  Fee1
                                <
      1.00 to 1.0
                                1.00%
                                0.00%
                                1.00%
                                0.200%2
                                > 1.00 to 1.0 but < 1.75 to
      1.0
                                1.25%
                                0.25%
                                1.25%
                                0.250%3
                                > 1.75 to 1.0 but < 2.50 to
      1.0
                                1.50%
                                0.50%
                                1.50%
                                0.325%4
                                > 2.50 to 1.0
                                2.00%
                                1.00%
                                2.00%
                                0.375%




Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section 7.02(b);
provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level 4 shall apply as of the first Business Day after the
date on which such Compliance Certificate was required to have been delivered
until the first Business Day after such Compliance Certificate is
delivered.  The Applicable Rate in effect from the Closing Date
through the date that the Borrower delivers the Compliance Certificate for the
fiscal quarter ending February 28, 2003 shall be determined based upon Pricing
Level 3.




2





"Applicable Time"
means, with respect to any borrowings and payments in Permitted Foreign
Currencies, the local times in the place of settlement for such Permitted
Foreign Currencies as may be determined by the Administrative Agent to be
necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.





"Arranger" means Banc
of America Securities LLC, in its capacity as co-lead arranger and joint book
manager.





"Assignment and
Assumption" means an Assignment and Assumption substantially in the form
of Exhibit 11.07.





"Attorney Costs" means
and includes all reasonable fees, expenses and disbursements of any law firm or
other external counsel and, without duplication, the reasonable allocated cost
of internal legal services and all expenses and disbursements of internal
counsel.





"Attributable
Indebtedness" means, on any date, (a) in respect of any Capital
Lease of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, 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 Capital Lease.





"Audited Financial
Statements" means the audited consolidated balance sheet of the Borrower
and its Restricted Subsidiaries as contained in the Borrower's form 10 K for the
fiscal year ended November 30, 2001, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year of the Borrower and its Restricted Subsidiaries, including the notes
thereto.





"Availability Period"
means, with respect to the Revolving Commitments, the period from the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of
termination of the Aggregate Revolving Commitments pursuant to Section 2.05 and
(c) the date of termination of the commitment of each Lender to make Loans
and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant
to Section 9.02.





"Available Currency"
means Dollars and any Permitted Foreign Currency.





"Bank of America"
means Bank of America, N.A. and its successors.





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





3


"Base Rate Loan" means
a Loan that bears interest based on the Base Rate.





"Borrower" has the
meaning specified in the heading hereof.





"Borrowing" means a
borrowing consisting of simultaneous Loans of the same Type, in the same
Available Currency and, in the case of Eurodollar Rate Loans, having the same
Interest Period made by each of the Lenders pursuant to Section 2.01.





"Business Day" means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where
the Administrative Agent's Office with respect to Obligations denominated in
Dollars is located and (a) if such day relates to any Eurodollar Rate Loan
denominated in any Available Currency other than Euro, means any such day on
which dealings in deposits in the applicable Available Currency are conducted by
and between banks in the London or other applicable offshore interbank market
for such Available Currency or (b) if such day relates to any Eurodollar Rate
Loan denominated in Euro, means a TARGET Day.





"Businesses" means, at
any time, a collective reference to the businesses operated by the Consolidated
Parties at such time.





"Capital Lease" means,
as applied to any Person, any lease of any Property (whether real, personal or
mixed) by that Person as lessee which, in accordance with GAAP, is required to
be accounted for as a capital lease on the balance sheet of that
Person.





"Capital Stock" means
(i) in the case of a corporation, capital stock, (ii) in the case of
an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, (iii) in the case of a partnership, partnership interests (whether
general or limited), (iv) in the case of a limited liability company,
membership interests and (v) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.





"Cash Collateralize"
has the meaning specified in Section 2.03(g).





"Cash Equivalents"
means, as at any date, (a) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof) having maturities of not more than twelve months from the
date of acquisition, (b) marketable direct obligations issued by any state
of the United States or any political subdivision of any such state or any
public instrumentality thereof maturing within twelve months from the date of
the acquisition thereof and, at the time of acquisition, having a rating of at
least A-1 (or the equivalent thereof) or better by S&P or P-1 (or the
equivalent thereof) or better by Moody's, (c) Dollar denominated time deposits
and certificates of deposit of (i) any Lender, (ii) any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500,000,000 or (iii) any bank whose short-term commercial paper rating
from S&P is at least A-1 or the equivalent thereof or from Moody's is at
least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in
each case with maturities of not more than 360 days from the date of
acquisition, (d) commercial paper and variable or fixed rate notes issued
by any Approved Bank (or by the parent company thereof) or any variable rate
notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within twelve months of the date of acquisition,
(e) repurchase agreements entered into by any Person with a bank or trust
company (including any of the Lenders) or recognized securities dealer having
capital and surplus in excess of $500,000,000 for direct obligations issued by
or fully guaranteed by the United States in which such Person shall have a
perfected first priority security interest (subject to no other Liens) and
having, on the date of purchase thereof, a fair market value of at least 100% of
the amount of the repurchase obligations and (f) Investments, classified in
accordance with GAAP as current assets, in money market investment programs
registered under the Investment Company Act of 1940, as amended, which are
administered by reputable financial institutions having capital of at least
$500,000,000 and the portfolios of which are limited to Investments of the
character described in the foregoing subdivisions (a) through (e).





4


"Change of Control"
means the occurrence of any of the following events:  (a) a
"person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934) shall have acquired beneficial ownership,
directly or indirectly, of, or shall have acquired by contract or otherwise, or
shall have entered into a contract or arrangement that, upon consummation, will
result in its or their acquisition of, or control over, 30% or more of the
outstanding Voting Stock of the Borrower or (b) the occurrence of a "Change
of Control" (or any comparable term) under, and as defined in, any Senior Note
Agreement.  As used herein, "beneficial ownership" shall have the
meaning provided in Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act.





"Closing Date" means
the first date all the conditions precedent in Section 5.01 are
satisfied or waived in accordance with Section 5.01.





"Code" means the
Internal Revenue Code of 1986.





"Collateral" means a
collective reference to all real and personal Property (other than Excluded
Property) with respect to which Liens in favor of the Collateral Agent are
purported to be granted pursuant to and in accordance with the terms of the
Collateral Documents.





"Collateral Agent"
means Bank of America in its capacity as collateral agent under any of the Loan
Documents, or any successor collateral agent.





"Collateral Documents"
means a collective reference to the Security Agreement, the Mortgages and such
other security documents as may be executed and delivered by the Loan Parties
pursuant to the terms of Section 7.13.





"Commitment" means, as
to each Lender, the Revolving Commitment of such Lender.





"Compliance
Certificate" means a certificate substantially in the form of Exhibit 7.02.





"Consolidated Capital
Expenditures" means for any period for the Consolidated Parties on a
consolidated basis, all capital expenditures, as determined in accordance with
GAAP; provided,
however, that
Consolidated Capital Expenditures shall not include Acquisitions.





5


"ConsolidatedCash Taxes" means for
any period for Consolidated Parties on a consolidated basis, the aggregate of
all taxes, as determined in accordance with GAAP, to the extent the same are
paid in cash during such period.





"Consolidated EBITDA"
means, for any period, for the Consolidated Parties on a consolidated basis,
determined in accordance with GAAP, an amount equal to the sum of, without
duplication, (a) Consolidated Net Income plus
(b) Consolidated Interest Charges and all amounts treated as expenses for
depreciation and the amortization of intangibles of any kind to the extent
included in the determination of Consolidated Net Income, plus (c) all tax
expense on or measured by income or capital to the extent included in the
determination of Consolidated Net Income plus (d) amounts
received as cash dividends or other distributions in respect of equity from
Affiliates and Unconsolidated Subsidiaries to the extent not included in the
determination of Consolidated Net Income minus (e) equity
earnings from Affiliates and Unrestricted Subsidiaries to the extent included in
the determination of Consolidated Net Income minus (f) gains
on the sale or other disposition of assets to the extent included in the
determination of Consolidated Net Income plus (g) losses
on the sale or other disposition of assets to the extent included in the
determination of Consolidated Net Income plus (h) non-cash
extraordinary losses and expenses to the extent included in the determination of
Consolidated Net Income (provided that to the extent such non-cash losses and
expenses represent an accrual or reserve for future cash disbursements, the
future cash disbursements shall be deducted in the periods in which they are
made) minus
(i) non-cash extraordinary gains and income to the extent included in the
determination of Consolidated Net Income.





"Consolidated Fixed Charge
Coverage Ratio" means for any period for the Consolidated Parties, the
ratio of (a) the sum of (i) Consolidated EBITDA for such period plus
(ii) Consolidated Rental Expenses for such period minus
(iii) Consolidated Cash Taxes for such period for such period to
(b) the sum of (i) Consolidated Interest Charges for such period plus
(ii) Consolidated Scheduled Funded Debt Payments for such period plus
(iii) Consolidated Rental Expenses for such period plus (iv) Restricted
Payments (other than of the type described in Sections 8.06(a) and
(b)).





"Consolidated Funded
Indebtedness" means, as of any date of determination, for the
Consolidated Parties on a consolidated basis, without duplication, the sum of
(a) all Indebtedness for borrowed money or which has been incurred in
connection with the acquisition of assets plus (b) all
obligations of such Person issued or assumed as the deferred purchase price of
Property or services purchased by such Person (other than trade debt incurred in
the ordinary course of business the terms of which require payment within six
months of the incurrence thereof) which would appear as liabilities on a balance
sheet of such Person plus (c) the
Attributable Indebtedness of such Person with respect to Capital Leases and
Synthetic Lease Obligations plus (d) the
principal portion of all obligations of such Person as an account party in
respect of financial letters of credit and bankers' acceptances, including,
without duplication, all unreimbursed drafts drawn thereunder plus (e) the
aggregate amount of uncollected accounts receivable of such Person subject at
such time to a sale of receivables (or similar transaction) to the extent such
transaction is effected with recourse to such Person (whether or not such
transaction would be reflected on the balance sheet of such Person in accordance
with GAAP) plus
(f) all Consolidated Funded Debt of others secured by any Lien on, or payable
out of the proceeds of production from, Property owned or acquired by a
Consolidated Party, whether or not the obligations secured thereby have been
assumed by such Consolidated Party plus (g) the
Consolidated Funded Debt of any partnership or unincorporated joint venture in
which a Consolidated Party is a general partner or a joint venturer to the
extent such Consolidated Funded Debt is recourse to such Consolidated Party
plus (h) all
Guarantees with respect to Consolidated Funded Debt of Persons that are not
Consolidated Parties.




"Consolidated Interest
Charges" means for any period for the Consolidated Parties on a
consolidated basis, interest expense (including the amortization of debt
discount and premium, the interest component under Capital Leases and the
implied interest component of Synthetic Lease Obligations), as determined in
accordance with GAAP.





6


"Consolidated Leverage
Ratio" means, as of any date of determination, the ratio of
(a) Consolidated Funded Indebtedness as of such date to
(b) Consolidated EBITDA for the period of the four fiscal quarters most
recently ended for which
the Borrower has delivered the Required Financial
Information.





"Consolidated Net
Income" means for any period for the Consolidated Parties on a
consolidated basis, net income or loss after interest expense, income taxes and
depreciation and amortization, all as determined in accordance with
GAAP.





"Consolidated Rental
Expense" means for any period for the Consolidated Parties on a
consolidated basis, rental expense under Operating Leases, as determined in
accordance with GAAP.





"Consolidated Parties"
means a collective reference to the Borrower and the Restricted Subsidiaries of
the Borrower, and "Consolidated Party"
means any one of them.





"Consolidated Scheduled
Funded Debt Payments" means for any period for the Consolidated Parties
on a consolidated basis, the sum of all scheduled payments of principal on
Consolidated Funded Indebtedness, as determined in accordance with
GAAP.  For purposes of this definition, "scheduled payments of
principal" (a) shall be determined without giving effect to any reduction
of such scheduled payments resulting from the application of any voluntary or
mandatory prepayments made during the applicable period, (b) shall be
deemed to include only the portion of Attributable Indebtedness in respect of
Capital Leases and Synthetic Lease Obligations payable during such period and
(c) shall not include any voluntary prepayments or mandatory prepayments
required pursuant to Section 2.04.





"Consolidated Secured Funded
Indebtedness" means, as of any date of determination, all Consolidated
Funded Indebtedness the payment of which is secured by a Lien against any assets
of the Consolidated Parties.





"Consolidated Tangible
Assets" means, as of any date of determination, for the Borrower and its
Domestic Restricted Subsidiaries, without duplication, the sum of (a) 85%
of the book value of accounts receivable (net of allowances) owing to the
Borrower and its Domestic Restricted Subsidiaries from account debtors that are
located in the United States plus (b) 60% of the
book value of inventory of Borrower and its Domestic Restricted Subsidiaries
that is located in the United States plus (c) 50% of the
depreciated book value of equipment of Borrower and its Domestic Restricted
Subsidiaries that is located in the United States plus (d) 80% of the
appraised value of owned real property of Borrower and its Domestic Restricted
Subsidiaries that is pledged as Collateral plus (e) 50% of the
net book value of all other owned real property of Borrower and its Domestic
Restricted Subsidiaries that is located in the United States.





7


"Consolidated Tangible Assets
Coverage Ratio" means, as of any date of determination, the ratio of
(a)  Consolidated Tangible Assets as of such date to (b) Consolidated
Secured Funded Indebtedness as of such date.





"Consolidated Tangible Net
Worth" means, as of any date of determination, the sum of (a)
consolidated shareholders' equity of the Consolidated Parties as of that date
determined in accordance with GAAP minus (b) all assets
of the Consolidated Parties that are, in accordance with GAAP, considered to be
intangible assets minus (c) minority
interests.  For the purpose of calculating Consolidated Tangible Net
Worth, such calculation shall exclude (i.e., there will be added back to
Consolidated Tangible Net Worth) any year-end non-cash adjustment (on an
after-tax basis) to shareholders' equity to reflect any Additional Minimum
Liability; provided, however, the aggregate incremental amount of all such
charges added back to Consolidated Tangible Net Worth after the 2001 fiscal year
(i.e. excluding any such charges for fiscal year 2001 and prior years) shall not
exceed $45,000,000 on an after-tax basis.  For purposes hereof,
"Additional Minimum Liability" means, with respect to any Plan, the sum of the
absolute values of (x) the unfunded accumulated benefit obligation existing as
of the end of the most recently ended fiscal year, plus (y) the Borrower's
prepaid pension asset position existing as of the end of the most recently ended
fiscal year.





"Contractual
Obligation" means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is
bound.





"Control" has the
meaning specified in the definition of "Affiliate" set forth in this Section 1.01.





"Credit Extension"
means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.





"Debt Issuance" means
the issuance by any Consolidated Party of any Indebtedness of the type referred
to in clause (a) or (b) of the definition thereof set forth in this Section 1.01.





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





"Default" means 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.





"Default Rate" means
an interest rate equal to (a) the Base Rate plus (b) the
Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with
respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Loan plus 2% per annum, in
each case to the fullest extent permitted by applicable Laws.





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





8


"Disposition" or
"Dispose" means
any disposition (including pursuant to a Sale and Leaseback Transaction) of any
or all of the Property (including without limitation the Capital Stock of a
Subsidiary) of any Consolidated Party whether by sale, lease, licensing,
transfer or otherwise, but other than pursuant to any casualty or condemnation
event; provided, however, that the
term "Disposition" shall be deemed to exclude any Equity Issuance.





"Dollar" and "$" mean lawful money
of the United States.





"Dollar Equivalent"
means, at any time, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in any Permitted Foreign
Currency, the equivalent amount thereof in Dollars as determined by the
Administrative Agent at such time on the basis of the Spot Rate for the purchase
of Dollars with such Permitted Foreign Currency.





"Domestic Restricted
Subsidiary" means any Restricted Subsidiary that is a Domestic
Subsidiary.





"Domestic Subsidiary"
means any Subsidiary that is organized under the laws of any political
subdivision of the United States.





"Eligible Assignee"
has the meaning specified in Section 11.07(g).





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




"EMU Legislation"
means the legislative measures of the European Council for the introduction of,
changeover to or operation of a single or unified European currency (whether
known as the "euro" or otherwise).





"Environmental Laws"
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.





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





9


"ERISA" means the
Employee Retirement Income Security Act of 1974.





"ERISA Affiliate"
means any trade or business (whether or not incorporated) under common control
with the Borrower within the meaning of Section 414(b) or (c) of the Code
(and Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).





"ERISA Event" means
(a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;
or (f) the imposition of any liability under Title IV of ERISA, other
than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Borrower or any ERISA Affiliate.





"Equity Issuance"
means any issuance by any Consolidated Party to any Person of (a) shares of
its Capital Stock, (b) any shares of its Capital Stock pursuant to the
exercise of options or warrants, (c) shares of its Capital Stock pursuant to the
conversion of any debt securities to equity or the conversion of any class
equity securities to any other class of equity securities or (d) any
options or warrants relating to its Capital Stock.  The term "Equity
Issuance" shall not be deemed to include any Disposition.





"Euro" and "EUR" mean the lawful
currency of the Participating Member States introduced in accordance with the
EMU Legislation.





"Eurodollar Rate"
means for any Interest Period with respect to any Eurodollar Rate
Loan:





(a)           the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the Telerate screen (or any
successor thereto) that displays an average British Bankers Association Interest
Settlement Rate for deposits in the applicable Available Currency (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period,
or





(b)           if
the rate referenced in the preceding clause (a) does not appear on such
page or service or such page or service shall not be available, the rate per
annum equal to the rate determined by the Administrative Agent to be the offered
rate on such other page or other service that displays an average British
Bankers Association Interest Settlement Rate for deposits in the applicable
Available Currency (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, or





(c)           if
the rates referenced in the preceding clauses (a) and (b) are not
available, the rate per annum determined by the Administrative Agent as the rate
of interest at which deposits in the applicable Available Currency for
delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Eurodollar Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America's London Branch to major banks in the London
interbank eurodollar market at their request at approximately 4:00 p.m.
(London time) two Business Days prior to the first day of such Interest
Period.





10


"Eurodollar Rate Loan"
means a Loan that bears interest at a rate based on the Eurodollar
Rate.  Eurodollar Rate Loans may be denominated in any Available
Currency.





"Event of Default" has
the meaning specified in Section 9.01.





"Excluded Disposition"
means, with respect to any Consolidated Party, any Disposition consisting of
(i) the sale, lease, license, transfer or other disposition of inventory in
the ordinary course of such Consolidated Party's business, (ii) the sale,
lease, license, transfer or other disposition of machinery and equipment no
longer used or useful in the conduct of such Consolidated Party's business,
(iii) any sale, lease, license, transfer or other disposition of Property
by such Consolidated Party to any Loan Party, provided that the
Loan Parties shall cause to be executed and delivered such documents,
instruments and certificates as the Administrative Agent may request so as to
cause the Loan Parties to be in compliance with the terms of Section 7.13
after giving effect to such transaction, (iv) any Involuntary Disposition
by such Consolidated Party, (v) any Disposition by such Consolidated Party
constituting a Permitted Investment, (vi) if such Consolidated Party is not
a Loan Party, any sale, lease, license, transfer or other disposition of
Property by such Consolidated Party to any Consolidated Party that is not a Loan
Party, (vii) licenses of intellectual property in the ordinary course of
business and (viii) the contribution of life insurance policies to rabbi
trusts established in connection with executive compensation plans so long as
the cost of the insurance policies so contributed does not exceed $3,000,000
during any fiscal year.





"Excluded Property"
means, with respect to any Loan Party, including any Person that becomes a Loan
Party after the Closing Date as contemplated by Section 7.12,
(a) any owned real property that is not a Mortgaged Property, (b) any
leased real Property, (c) any leased personal Property, (d) any
personal Property (including, without limitation, motor vehicles) in respect of
which perfection of a Lien is not either (i) governed by the Uniform
Commercial Code or (ii) effected by appropriate evidence of the Lien being
filed in either the United States Copyright Office or the United States Patent
and Trademark Office, (e) any Property which, subject to the terms of Section 8.09, is
subject to a Lien of the type described in Section 8.01(i)
pursuant to documents which prohibit such Loan Party from granting any other
Liens in such Property and (f) rights in any agreement (i) the grant of a
security interest in which would violate the agreement under which such right
arises except to the extent provided under Sections 9-406, 9-407  and
9-408 of the Uniform Commercial Code, or (ii) to the extent that the pledge or
assignment of such agreement requires the consent of any third party unless such
third party has consented thereto except to the extent provided under Sections
9-406, 9-407  and 9-408 of the Uniform Commercial Code.





"Existing Credit
Agreement" means that certain First Amended and Restated Revolving Credit
Agreement dated as of April 3, 1998 among the Borrower, certain Subsidiaries
party thereto, Bank of America, N.A. (formerly Bank of America National Trust
and Savings Association), as agent, and a syndicate of lenders.





11


"Existing Letters of
Credit" means the Letters of Credit identified on Schedule
1.01.





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





"Fee Letter" means the
letter agreement, dated October
29, 2002, among the Borrower, the Administrative Agent and the
Arranger.





"FIRREA" means the
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
amended, and any successor statute thereto, as interpreted by the rules and
regulations thereunder, as amended, including, without limitation, 12 CFR part
34.41 to 34.47.





"Foreign Currency
Loan" means a Eurodollar Rate Loan denominated in a Permitted Foreign
Currency.





"Foreign Lender" has
the meaning specified in Section 11.15(a)(i).





"Foreign Restricted
Subsidiary" means any Foreign Subsidiary that is a Restricted
Subsidiary.





"Foreign Subsidiary"
means any Subsidiary that is not a Domestic Subsidiary.





"FRB" means the Board
of Governors of the Federal Reserve System of the United States.





"Fully Satisfied"
means, with respect to the Obligations as of any date, that, as of such date,
(a) all principal of and interest accrued to such date which constitute
Obligations shall have been paid in full in cash, (b) all fees, expenses
and other amounts then due and payable which constitute Obligations shall have
been paid in cash, (c) all outstanding Letters of Credit shall have been
(i) terminated, (ii) fully Cash Collateralized or (iii) secured
by one or more letters of credit on terms and conditions, and with one or more
financial institutions, reasonably satisfactory to the applicable L/C Issuer and
(d) the Commitments shall have expired or been terminated in
full.





"GAAP" means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.





"Governmental
Authority" means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body,
court, administrative tribunal, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.





12


"Guarantee" means, as
to any Person, any (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness 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 Indebtedness or
other obligation, (ii) to purchase or lease property, securities or
services for the purpose of assuring the obligee in respect of such Indebtedness
or other obligation of the payment or performance of such Indebtedness 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 Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in
any other manner the obligee in respect of such Indebtedness 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 Indebtedness or other obligation of any other Person,
whether or not such Indebtedness 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.





"Guaranteed
Obligations" has the meaning set forth in Section
4.06.





"Guarantors" means a
collective reference to the Subsidiary Guarantors, and "Guarantor" means any
one of them.





"Guaranty" means the
Guaranty made by the Guarantors pursuant to Article IV
hereof.





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





"Indebtedness" means,
with respect to any Person, without duplication, (a) all obligations of
such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to Property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person
issued or assumed as the deferred purchase price of Property or services
purchased by such Person (other than trade debt incurred in the ordinary course
of business the terms of which require payment within six months of the
incurrence thereof) which would appear as liabilities on a balance sheet of such
Person, (e) all obligations of such Person under take-or-pay or similar
arrangements, (f) the Attributable Indebtedness of such Person with respect
to Capital Leases and Synthetic Lease Obligations, (g) all net obligations
of such Person under Swap Contracts, (h) the principal portion of all
obligations of such Person as an account party in respect of letters of credit
(other than trade letters of credit) and bankers' acceptances, including,
without duplication, all unreimbursed drafts drawn thereunder, (i) all
obligations of such Person to repurchase any securities issued by such Person at
any time prior to the Maturity Date which repurchase obligations are related to
the issuance thereof, including, without limitation, obligations commonly known
as residual equity appreciation potential shares, (j) the aggregate amount
of uncollected accounts receivable of such Person subject at such time to a sale
of receivables (or similar transaction) to the extent such transaction is
effected with recourse to such Person (whether or not such transaction would be
reflected on the balance sheet of such Person in accordance with GAAP),
(k) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of production from, Property owned
or acquired by such Person, whether or not the obligations secured thereby have
been assumed, (l) all Guarantees of such Person with respect to
Indebtedness of another Person and (m) the Indebtedness of any partnership
or unincorporated joint venture in which such Person is a general partner or a
joint venturer to the extent such Indebtedness is recourse to such
Person.  The amount of any net obligation under any Swap Contract on
any date shall be deemed to be the Swap Termination Value thereof as of such
date.





13


"Indemnified
Liabilities" has the meaning set forth in Section 11.05.





"Indemnitees" has the
meaning set forth in Section 11.05.





"Intellectual
Property" has the meaning set forth in Section 6.17.





"Intercreditor
Agreement" means that certain Collateral Agency and Intercreditor
Agreement dated as of January
24, 2003among the Lenders, the Senior Noteholders, the Administrative
Agent and the Collateral Agent, as amended, modified, restated or supplemented
from time to time.





"Interest Payment
Date" means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date;
provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period
shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the
last Business Day of each March, June, September and December and the
Maturity Date.





"Interest Period"
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one, two, three or six months thereafter, as
selected by the Borrower in its Loan Notice; provided
that:





(i)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;





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





(iii)          no
Interest Period shall extend beyond the Maturity Date.





14


"Investment" in any
Person means (a) any Acquisition of such Person, (b) any other
acquisition of Capital Stock, bonds, notes, debentures, partnership, joint
ventures or other ownership interests or other securities of such other Person,
(c) any deposit with, or advance, loan or other extension of credit to,
such Person (other than deposits made in connection with the purchase of
equipment inventory and supplies in the ordinary course of business) or
(d) any other capital contribution to or investment in such Person,
including, without limitation, any Guarantee (including any support for a letter
of credit issued on behalf of such Person) incurred for the benefit of such
Person and any Disposition to such Person for consideration less than the fair
market value of the Property disposed in such transaction, but excluding any
Restricted Payment to such Person.  Investments which are capital
contributions or purchases of Capital Stock which have a right to participate in
the profits of the issuer thereof shall be valued at the amount (or, in the case
of any Investment made with Property other than cash, the book value of such
Property) actually contributed or paid (including cash and non-cash
consideration and any assumption of Indebtedness) to purchase such Capital Stock
as of the date of such contribution or payment.  Investments which are
loans, advances, extensions of credit or Guarantees shall be valued at the
principal amount of such loan, advance or extension of credit outstanding as of
the date of determination or, as applicable, the principal amount of the loan or
advance outstanding as of the date of determination actually guaranteed by such
Guarantees.





"Involuntary
Disposition" means any loss of, damage to or destruction of, or any
condemnation or other taking for public use of, any Property of any Consolidated
Party.





"IRS" means the United
States Internal Revenue Service.





"Joinder Agreement"
means a Joinder Agreement substantially in the form of Exhibit 7.12
hereto, executed and delivered by a new Guarantor in accordance with the
provisions of Section 7.12.





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





"L/C Advance" means,
with respect to each Lender, such Lender's funding of its participation in any
L/C Borrowing in accordance with its Pro Rata Share.





"L/C Borrowing" means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Borrowing of
Revolving Loans.





"L/C Credit Extension"
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the renewal or increase of the amount
thereof.





"L/C Issuer" means
with respect to a particular Letter of Credit (a) Bank of America in its
capacity as issuer of such Letter of Credit or (b) such other Lender selected by
the Borrower (upon notice to the Administrative Agent) from time to time to
issue such Letter of Credit.





15


"L/C Obligations"
means, as at any date of determination, the aggregate undrawn amount of all
outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.





"Lenders" means a
collective reference to the Persons identified as "Lenders" on the signature
pages hereto, together with any Person that subsequently becomes a Lender by way
of assignment in accordance with the terms of Section 11.7,
together with their respective successors, and "Lender" means any one
of them.





"Lending Office"
means, as to any Lender, the office or offices of such Lender described as such
in such Lender's Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.





"Letter of Credit"
means any letter of credit issued hereunder and shall include the Existing
Letters of Credit.  A Letter of Credit may be a commercial letter of
credit or a standby letter of credit.





"Letter of Credit
Application" means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the
applicable L/C Issuer.





"Letter of Credit Expiration
Date" means the day that is seven days prior to the Maturity Date then in
effect (or, if such day is not a Business Day, the next preceding Business
Day).





"Letter of Credit
Sublimit" means an amount equal to TWENTY-FIVE MILLION DOLLARS
($25,000,000).  The Letter of Credit Sublimit is part of, and not in
addition to, the Aggregate Revolving Commitments.





"Lien" means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement of any kind or nature whatsoever (including
any conditional sale or other title retention agreement, and any financing lease
having substantially the same economic effect as any of the
foregoing).





"Loan" means any
Revolving Loan.





"Loan Documents" means
this Agreement, each Note, each Letter of Credit, each Letter of Credit
Application, each Joinder Agreement, the Collateral Documents and the Fee
Letter.





"Loan Notice" means a
notice of (a) a Borrowing, (b) a conversion of Loans from one Type to
the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to
Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit 2.02.





"Loan Parties" means,
collectively, the Borrower and each Guarantor.





"Material Adverse
Effect" means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, liabilities (actual
or contingent), condition (financial or otherwise) or prospects of the Borrower
or the Borrower and its Restricted Subsidiaries taken as a whole; (b) a
material impairment of the ability of any Loan Party to perform its obligations
under any Loan Document to which it is a party; or (c) a material adverse
effect upon the legality, validity, binding effect or enforceability against any
Loan Party of any Loan Document to which it is a party.





16


"Maturity Date" means
January
24, 2006.





"Moody's" means
Moody's Investors Service, Inc. and any successor thereto.





"Mortgage Policies"
shall have the meaning assigned such term in Section 5.01(d).





"Mortgaged Properties"
shall have the meaning assigned such term in Section 5.01(d).





"Mortgages" shall have
the meaning assigned such term in Section 5.01(d).





"Multiemployer Plan"
means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five plan years, has made or been
obligated to make contributions.





"Note" or "Notes" means the
Revolving Notes, individually or collectively, as appropriate.





"Obligations" means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan Document, the Intercreditor Agreement or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.  The foregoing shall also
include obligations arising under any Swap Contract relating to the Loans
between any Loan Party and a Lender or any Affiliate of such
Lender.





"Operating Lease"
means, as applied to any Person, any lease (including, without limitation,
leases which may be terminated by the lessee at any time) of any Property
(whether real, personal or mixed) which is not a Capital Lease other than any
such lease in which that Person is the lessor.





"Organization
Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or
articles of formation or organization and operating agreement; and (c) with
respect to any partnership, joint venture, trust or other form of business
entity, the partnership, joint venture or other applicable agreement of
formation or organization and any agreement, instrument, filing or notice with
respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.





"Outstanding Amount"
means (i) with respect to Loans on any date, the Dollar Equivalent of the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Revolving Loans, as the case may be,
occurring on such date; and (ii) with respect to any L/C Obligations on any
date, the Dollar Equivalent of the amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under
any Letters of Credit or any reductions in the maximum amount available for
drawing under Letters of Credit taking effect on such date.





17


"Overnight Rate"
means, for any day, (a) with respect to any amount denominated in Dollars, the
Federal Funds Rate and (b) with respect to any amount denominated in a Permitted
Foreign Currency, the rate of interest per annum at which overnight deposits in
the applicable Permitted Foreign Currency, in an amount approximately equal to
the amount with respect to which such rate is being determined, would be offered
for such day by a branch or Affiliate of Bank of America located in the
applicable interbank market for such currency to major banks in such interbank
market.





"Participant" has the
meaning specified in Section 11.07(d).





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





"PBGC" means the
Pension Benefit Guaranty Corporation.





"Pension Plan" means
any "employee pension benefit plan" (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to
Title IV of ERISA and is sponsored or maintained by the Borrower or any
ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or
has an obligation to contribute, or in the case of a multiple employer or other
plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.





"Permitted Foreign
Currency" means each of (i) Australian dollars, (ii) New
Zealand dollars, (iii) British Pounds Sterling, (iv) the Euro, (v)
Singapore dollars and (vi) each other lawful currency (other than Dollars) that
is freely available and freely transferable and convertible into Dollars and
which is approved by all the Lenders in accordance with Section 1.09.





"Permitted ForeignCurrency
Equivalent" means, at any time, with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Permitted Foreign
Currency as determined by the Administrative Agent at such time on the basis of
the Spot Rate (determined in respect of the most recent Revaluation Date) for
the purchase of such Permitted Foreign Currency with Dollars.





"Permitted
Investments" means, at any time, Investments by the Consolidated Parties
permitted to exist at such time pursuant to the terms of Section 8.02.





"Permitted Liens"
means, at any time, Liens in respect of Property of the Consolidated Parties
permitted to exist at such time pursuant to the terms of Section 8.01.





"Person" means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.





"Plan" means any
"employee benefit plan" (as such term is defined in Section 3(3) of ERISA)
established by the Borrower or, with respect to any such plan that is subject to
Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.





18


"Property" means any
interest in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible.





"Pro Rata Share" means
as to each Lender with respect to such Lender's Revolving Commitment at any
time, a fraction (expressed as a percentage, carried out to the ninth decimal
place), the numerator of which is the amount of the Revolving Commitment of such
Lender at such time and the denominator of which is the amount of the Aggregate
Revolving Commitments at such time; provided that if the
commitment of each Lender to make Revolving Loans and the obligation of each L/C
Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02,
then the Pro Rata Share of such Lender shall be determined based on the Pro Rata
Share of such Lender immediately prior to such termination and after giving
effect to any subsequent assignments made pursuant to the terms
hereof.  The initial Pro Rata Share of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.





"Real Properties"
means, at any time, a collective reference to each of the facilities and real
properties owned, leased or operated by the Consolidated Parties at such
time.





"Register" has the
meaning set forth in Section 11.07(c).





"Reportable Event"
means any of the events set forth in Section 4043(c) of ERISA, other than
events for which the 30 day notice period has been waived.





"Request for Credit
Extension" means (a) with respect to a Borrowing, conversion or
continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit
Extension, a Letter of Credit Application.





"Required Financial
Information" means, with respect to each fiscal period or quarter of the
Borrower, (a) the financial statements required to be delivered pursuant to
Section 7.01(a)
or (b) for such
fiscal period or quarter, and (b) the certificate of a Responsible Officer
of the Borrower required by Section 7.02(b)
to be delivered with the financial statements described in clause (a)
above.





"Required Lenders"
means, at any time, Lenders holding in the aggregate more than 50% of
(a) the unfunded Commitments (and participations therein) and the
outstanding Loans, L/C Obligations and participations therein or (b) if the
Commitments have been terminated, the outstanding Loans, L/C Obligations and
participations therein.  The unfunded Commitments of, and the
outstanding Loans held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required
Lenders.





"Responsible Officer"
means the chief executive officer, president, chief financial officer,
controller, treasurer or assistant treasurer of a Loan Party.  Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.





19


"Restricted
Payment" means (a) any dividend or other payment or
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of any Consolidated Party, now or hereafter outstanding (including
without limitation any payment in connection with any dissolution, merger,
consolidation or disposition involving any Consolidated Party), or to the
holders, in their capacity as such, of any shares of any class of Capital Stock
of any Consolidated Party, now or hereafter outstanding, (b) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of any Consolidated Party, now or hereafter outstanding or (c) any
payment made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of Capital Stock of any
Consolidated Party, now or hereafter outstanding.





"Restricted
Subsidiary" means any Subsidiary of the Borrower that is not an
Unrestricted Subsidiary.





"Revaluation Date"
means each of the following:  (a) each date of a Borrowing of a
Foreign Currency Loan, (b) each date of a continuation of a Foreign Currency
Loan pursuant to Section 2.02;
and (c) the last Business Day of each calendar month.





"Revolving Commitment"
means, as to each Lender, its obligation to (a) make Revolving Loans to the
Borrower pursuant to Section 2.01 and
(b) purchase participations in L/C Obligations, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender's name on Schedule 2.01 or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.





"Revolving Loan" has
the meaning specified in Section 2.01.





"Revolving Note" has
the meaning specified in Section 2.10(a).





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





"Sale and Leaseback
Transaction" means any arrangement pursuant to which any Consolidated
Party, directly or indirectly, becomes liable as lessee, guarantor or other
surety with respect to any lease, whether an Operating Lease or a Capital Lease,
of any Property (a) which such Consolidated Party has sold or transferred
(or is to sell or transfer) to a Person which is not a Consolidated Party or
(b) which such Consolidated Party intends to use for substantially the same
purpose as any other Property which has been sold or transferred (or is to be
sold or transferred) by such Consolidated Party to another Person which is not a
Consolidated Party in connection with such lease.





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





"SEC" means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.





20


"Security Agreement"
means the security and pledge agreement dated as of the Closing Date executed in
favor of the Collateral Agent by each of the Loan Parties, as amended, modified,
restated or supplemented from time to time.





"Senior Note
Agreements" means (a) the 1996 Note Purchase Agreement, and (b) the 2003
Note Purchase Agreement.





"Senior Noteholder"
means any one of the holders from time to time of the Senior Notes.





"Senior Notes" means
(a) the 7.92% Notes due September 1, 2006 issued by the Borrower in favor of the
applicable Senior Noteholders pursuant to the 1996 Note Purchase Agreement, and
(b) the 5.36% Notes due November 30, 2009 issued by the Borrower in favor of the
applicable Senior Noteholders pursuant to the 2003 Note Purchase Agreement, in
each case, as such Senior Notes may be amended, modified, restated or
supplemented and in effect from time to time in accordance with the terms
hereof.





"Solvent" or "Solvency" means, with
respect to any Person as of a particular date, that on such date (a) such
Person is able to pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the ordinary course of business,
(b) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature in their ordinary course, (c) such Person is not engaged
in a business or a transaction, and is not about to engage in a business or a
transaction, for which such Person's Property would constitute unreasonably
small capital after giving due consideration to the prevailing practice in the
industry in which such Person is engaged or is to engage, (d) the fair
value of the Property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person and (e) the present fair salable value of the assets of such Person
is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured.  In
computing the amount of contingent liabilities at any time, it is intended that
such liabilities will be computed at the amount which, in light of all the facts
and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.





"Spot Rate" for a
currency means the rate quoted by Bank of America as the spot rate for the
purchase by Bank of America of such currency with another currency through its
principal foreign exchange trading office at approximately 11:00 a.m. on the
date two Business Days prior to the date as of which the foreign exchange
computation is made.





"Subsidiary" of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of Capital
Stock having ordinary voting power for the election of directors or other
governing body (other than Capital Stock having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through one
or more intermediaries, or both, by such Person.  Unless otherwise
specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall
refer to a Subsidiary or Subsidiaries of the Borrower.





"Subsidiary
Guarantors" means a collective reference to the Persons identified as
"Subsidiary Guarantors" on the signature pages hereto, and each other Person
that subsequently becomes a Subsidiary Guarantor by executing a Joinder
Agreement as contemplated by Section 7.12, and "Subsidiary Guarantor" means
any one of them.





21


"Swap Contract" means
(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., any International Foreign Exchange Master
Agreement, or any other 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" means, 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 based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).





"Synthetic Lease
Obligation" means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property creating obligations that do not
appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).





"TARGET Day" means any
day on which the Trans-European Automated Real-time Gross Settlement Express
Transfer (TARGET) System (or, if such clearing system ceases to be operative,
such other clearing system (if any) determined by the Administrative Agent
to be a suitable replacement) is operating.





"Threshold Amount"
means  $5,000,000.





"Total Revolving
Outstandings" means the Dollar Equivalent of the aggregate Outstanding
Amount of all Revolving Loans and all L/C Obligations.





"Type" means, with
respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate
Loan.





"Unfunded Pension
Liability" means the excess of a Pension Plan's benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan's
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.





22


"United States" and
"U.S." mean the
United States of America.





"Unreimbursed Amount"
has the meaning set forth in Section 2.03(c)(i).





"Unrestricted
Subsidiary" means each Subsidiary of the Borrower which is so designated
by the board of directors of the Borrower; provided, however, that no such
designation shall be effective unless (a) at the time of such designation, such
Subsidiary does not own any Capital Stock or Indebtedness of the Borrower or any
other Restricted Subsidiary which is not simultaneously being designated an
Unrestricted Subsidiary, (b) immediately after giving effect to such
designation, and after deducting from all covenant calculations made in respect
of the immediately preceding four fiscal quarters the assets, liabilities,
revenues and costs attributable to such Subsidiary (i) no Default would either
occur and be continuing or would have occurred at any time during the
immediately preceding four fiscal quarters; (ii) the Borrower would be permitted
to make the investment in such Subsidiary resulting from such designation in
compliance with Section 8.02(i); and
(iii) such designation is treated at the time of designation and at all times
thereafter as a Disposition for purposes of Section 8.05 and the
Borrower would be permitted to make such asset sale in compliance with such
Section.  Any
Subsidiary which has been designated as an Unrestricted Subsidiary pursuant to
the preceding sentence may, at any time thereafter, be redesignated as a
Restricted Subsidiary by resolution of the board of directors of the Borrower (a
certified copy of which shall promptly be delivered to each holder of the Notes)
if, immediately after giving effect to such redesignation and all other
simultaneous designations and redesignations, if any, of other Subsidiaries
pursuant to this definition, no Default shall exist.  Any Subsidiary
which has been redesignated as a Restricted Subsidiary as provided in the
preceding sentence of this definition may not thereafter be designated or
redesignated as an Unrestricted Subsidiary.  No Subsidiary may be
designated as an Unrestricted Subsidiary hereunder unless such Subsidiary is
also designated as an "Unrestricted Subsidiary" for purposes of the 1996 Note
Purchase Agreement and the 2003 Note Purchase Agreement.





"Voting Stock" means,
with respect to any Person, Capital Stock issued by such Person the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even though the right so to vote has been suspended by the happening of such a
contingency.





"Wholly Owned
Subsidiary" means any Restricted Subsidiary 100% of whose Capital Stock
is at the time owned by the Borrower directly or indirectly through other
Restricted Subsidiaries 100% of whose Capital Stock is at the time owned,
directly or indirectly, by the Borrower.





1.02        Other Interpretive
Provisions.





With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:





23


(a)           The
meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.





(b)           (i)           The
words "herein,"
"hereto,"
"hereof" and
"hereunder" and
words of similar import when used in any Loan Document shall refer to such Loan
Document as a whole and not to any particular provision thereof.





(ii)           Article,
Section, Exhibit and Schedule references are to the Loan Document in
which such reference appears.





(iii)          The
term "including" is by way
of example and not limitation.





(iv)          The
term "documents" includes
any and all instruments, documents, agreements, certificates, notices, reports,
financial statements and other writings, however evidenced, whether in physical
or electronic form.





(c)           Section headings
herein and in the other Loan Documents are included for convenience of reference
only and shall not affect the interpretation of this Agreement or any other Loan
Document.





1.03        Accounting
Terms.





(a)           Except
as otherwise specifically prescribed herein, all accounting terms not
specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements; provided, however, that
calculations of Attributable Indebtedness under any Synthetic Lease Obligations
or the implied interest component of any Synthetic Lease Obligations shall be
made by the Borrower in accordance with accepted financial practice and
consistent with the terms of such Synthetic Lease Obligations.





(b)           Notwithstanding
Section
1.03(a), if at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Borrower and the Required Lenders);
provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP without giving effect to such change therein and
(ii) the Borrower shall provide to the Administrative Agent and the Lenders
each certificate described in Section 7.02(b)
together with such supporting information and calculations as the Administrative
Agent or the Required Lenders reasonably request with respect to the
reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.





1.04        Rounding.





Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number.





24


1.05        References to Agreements and
Laws.





Unless
otherwise expressly provided herein, (a) references to Organization
Documents, agreements (including the Loan Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other
modifications are not prohibited by any Loan Document; and (b) references
to any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.





1.06        Times of
Day.





Unless
otherwise specified, all references herein to times of day shall be references
to Pacific time (daylight or standard, as applicable).





1.07        Letter of Credit
Amounts.





Unless
otherwise specified, all references herein to the amount of a Letter of Credit
at any time shall be deemed to mean the maximum face amount of such Letter of
Credit after giving effect to all increases thereof contemplated by such Letter
of Credit or the Letter of Credit Application therefor, whether or not such
maximum face amount is in effect at such time.





1.08        Exchange Rates; Currency
Equivalents.





(a)           The
Administrative Agent shall determine the Spot Rates as of each Revaluation Date
to be used for calculating Dollar Equivalent amounts of Borrowings and
Obligations denominated in Permitted Foreign Currencies.  Such Spot
Rates shall become effective as of such Revaluation Date and shall be the Spot
Rates employed in converting any amounts between the applicable currencies until
the next Revaluation Date to occur.  Except for purposes of financial
statements delivered by Loan Parties hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency for purposes of the Loan Documents shall be such Dollar
Equivalent amount as so determined by the Administrative Agent.





(b)           Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or
prepayment of a Loan, an amount, such as a required minimum or multiple amount,
is expressed in Dollars, but such Borrowing or Loan is denominated in a
Permitted Foreign Currency, such amount shall be the relevant Permitted Foreign
Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of
such Permitted Foreign Currency), as determined by the Administrative
Agent.





1.09        Additional Permitted Foreign
Currencies.





The
Borrower may from time to time request that Eurodollar Rate Loans be made in a
currency other than those specifically listed in the definition of "Permitted
Foreign Currency"; provided that such
requested currency otherwise meets the requirements set forth in such
definition.  Any such request shall be made to the Administrative
Agent (which shall promptly notify each Lender thereof) not later than 11:00
a.m., fifteen (15)Business Days prior to
the date of the desired Borrowing.  Each Lender shall notify the
Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after
receipt of such request whether it consents, in its sole discretion, to making
Eurodollar Rate Loans in such requested currency.  Any failure by a
Lender to respond to such request within the time period specified in the
preceding sentence shall be deemed to be a refusal by such Lender to make
Eurodollar Rate Loans in such requested currency.  If all the Lenders
consent to making Eurodollar Rate Loans in such requested currency, the
Administrative Agent shall so notify the Borrower and such currency shall
thereupon be deemed for all purposes to be a Permitted Foreign Currency
hereunder.





25


1.10        Redenomination of Certain
Permitted Foreign Currencies.





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





(b)           Each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect the adoption of the Euro by any member state of the
European Union and any relevant market conventions or practices relating to the
Euro.








ARTICLE
II


THE
COMMITMENTS AND CREDIT EXTENSIONS





2.01        Loans.





Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make loans in Available Currencies (each such loan, a "Revolving Loan") to
the Borrower from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender's Revolving Commitment; provided, however, that after
giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments and
(ii) theaggregate Outstanding
Amount of the Revolving Loans of any Lender, plus such Lender's
Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed
such Lender's Revolving Commitment.  Within the limits of each
Lender's Revolving Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.01,
prepay under Section 2.04(a),
and reborrow under this Section 2.01.  Revolving
Loans denominated in Dollars may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.  Revolving Loans denominated in Permitted
Foreign Currencies shall be Eurodollar Rate Loans.





26


2.02        Borrowings, Conversions and
Continuations of Loans.





(a)           Each
Borrowing, each conversion of Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the Borrower's
irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans denominated in Dollars or of any conversion of Eurodollar Rate Loans
denominated in Dollars to Base Rate Loans, (ii) five Business Days prior to the
requested date of any Borrowing of or continuation of Eurodollar Rate Loans
denominated in a Permitted Foreign Currency, and (iii) on the requested date of
any Borrowing of Base Rate Loans; provided, however, all
Borrowings made on the Closing Date shall be made as Base Rate
Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02(b)
must be confirmed promptly by delivery to the Administrative Agent of a written
Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrower.  Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof.  Except as provided in Sections 2.03(c),
each Borrowing of or conversion to Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Each Loan Notice (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a Borrowing, a conversion of
Loans from one Type to the other, or a continuation of Eurodollar Rate Loans,
(ii) the requested date of the Borrowing, conversion or continuation, as
the case may be (which shall be a Business Day), (iii) the principal amount
of Loans to be borrowed, converted or continued, (iv) the Type of Loans to
be borrowed or to which existing Loans are to be converted, (v) the Available
Currency of the Loans to be borrowed and (vi) if applicable, the duration
of the Interest Period with respect thereto.  If the Borrower fails to
specify a currency in a Loan Notice requesting a Borrowing, then the Loans so
requested shall be made in Dollars.  If the Borrower fails to specify
a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made
as, or converted to, Base Rate Loans; provided, however, in the case
of a failure to give timely notice to continue a Foreign Currency Loan, such
Loan shall be continued as a Foreign Currency Loan denominated in the same
Permitted Foreign Currency with an Interest Period of one month.  Any
such automatic conversion to Base Rate Loans shall be effective as of the last
day of the Interest Period then in effect with respect to the applicable
Eurodollar Rate Loans.  If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice,
but fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.  No Loan may be converted into or
continued as a Loan denominated in a different currency, but instead must be
prepaid in the original currency of such Loan and reborrowed in the other
currency.





(b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Pro Rata Share of the applicable Loans, and if no
timely notice of a conversion or continuation is provided by the Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic
conversion to Base Rate Loans or continuation of Foreign Currency Committed
Loans, in each case as described in the preceding subsection.  In the
case of a Borrowing, each Lender shall make the amount of its Loan available to
the Administrative Agent in Same Day Funds at the Administrative Agent's Office
for the applicable Available Currency not later than 1:00 p.m., in the case
of any Loan denominated in Dollars, and not later than the Applicable Time
specified by the Administrative Agent in the case of any Loan denominated in a
Permitted Foreign Currency, in each case on the Business Day specified in the
applicable Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 5.02
(and, if such Borrowing is the initial Credit Extension, Section 5.01),
the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent either by
(i) crediting the account of the Borrower on the books of Bank of America
with the amount of such funds or (ii) wire transfer of such funds, in each
case in accordance with instructions provided to (and reasonably acceptable to)
the Administrative Agent by the Borrower; provided, however, that if, on
the date a Loan Notice with respect to a Borrowing consisting of Revolving Loans
is given by the Borrower, there are L/C Borrowings outstanding, then the
proceeds of such Borrowing shall be applied, first, to the payment
in full of any such L/C Borrowings and second, to the
Borrower as provided above.





27


(c)           Subject
to Section
3.05, a Eurodollar Rate Loan may be continued or converted only on the
last day of an Interest Period for such Eurodollar Rate Loan.  During
the existence of a Default, no Loans may be requested as, converted to or
continued as Eurodollar Rate Loans having Interest Periods greater than one
month without the consent of the Required Lenders.





(d)           The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon
determination of such interest rate.  The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
of manifest error.  At any time that Base Rate Loans are outstanding,
the Administrative Agent shall notify the Borrower and the Lenders of any change
in Bank of America's prime rate used in determining the Base Rate promptly
following the public announcement of such change.





(e)           After
giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more
than 10 Interest Periods in effect with respect to Revolving Loans.





2.03        Letters of
Credit.





(a)           The Letter of Credit
Commitment.





(i)           Subject
to the terms and conditions set forth herein, (A) each L/C Issuer agrees,
in reliance upon the agreements of the other Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the
Closing Date until the Letter of Credit Expiration Date, to issue Letters of
Credit denominated in Available Currencies for the account of the Borrower, and
to amend or renew Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drafts under the Letters of
Credit; and (B) the Lenders severally agree to participate in Letters of
Credit issued for the account of the Borrower; provided that no L/C
Issuer shall be obligated to make any L/C Credit Extension with respect to any
Letter of Credit, and no Lender shall be obligated to participate in any Letter
of Credit if as of the date of such L/C Credit Extension, (x) the Total
Revolving Outstandings would exceed the Aggregate Revolving Commitments,
(y) the aggregate Outstanding Amount of the Revolving Loans of any Lender,
plus such
Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would
exceed such Lender's Revolving Commitment or (z) the Outstanding Amount of
the L/C Obligations would exceed the Letter of Credit
Sublimit.  Within the foregoing limits, and subject to the terms and
conditions hereof, the Borrower's ability to obtain Letters of Credit shall be
fully revolving, and accordingly the Borrower may, during the foregoing period,
obtain Letters of Credit to replace Letters of Credit that have expired or that
have been drawn upon and reimbursed. All Existing Letters of Credit shall be
deemed to have been issued pursuant hereto, and from and after the Closing Date
shall be subject to and governed by the terms and conditions
hereof.





28


(ii)           No
L/C Issuer shall be under any obligation to issue any Letter of Credit
if:





(A)                      any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter
of Credit, or any Law applicable to such L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over such L/C Issuer shall prohibit, or request that such L/C
Issuer refrain from, the issuance of letters of credit generally or such Letter
of Credit in particular or shall impose upon such L/C Issuer with respect to
such Letter of Credit any restriction, reserve or capital requirement (for which
such L/C Issuer is not otherwise compensated hereunder) not in effect on the
Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost
or expense which was not applicable on the Closing Date and which such L/C
Issuer in good faith deems material to it;





(B)                      the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Lenders have approved such expiry
date;





(C)                      the
issuance of such Letter of Credit would violate one or more policies of such L/C
Issuer; or





(D)                      such
Letter of Credit is in an initial amount less than $100,000, in the case of a
commercial Letter of Credit, or $500,000, in the case of a standby Letter of
Credit, or is to be denominated in a currency other than an Available
Currency.





(iii)                      No
L/C Issuer shall be under any obligation to amend any Letter of Credit if
(A) such L/C Issuer would have no obligation at such time to issue such
Letter of Credit in its amended form under the terms hereof, or (B) the
beneficiary of such Letter of Credit does not accept the proposed amendment to
such Letter of Credit.





(b)           Procedures for Issuance and
Amendment of Letters of Credit; Auto-Renewal Letters of
Credit.





(i)           Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the applicable L/C Issuer (with a copy to
the Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Such Letter of Credit Application must be received by the
applicable L/C Issuer and the Administrative Agent not later than
12:00 noon at least two Business Days (or such later date and time as the
applicable L/C Issuer may agree in a particular instance in its sole discretion)
prior to the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the applicable L/C Issuer: (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day);
(B) the amount thereof; (C) the expiry date thereof; (D) the name
and address of the beneficiary thereof; (E) the documents to be presented
by such beneficiary in case of any drawing thereunder; (F) the full text of
any certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as the applicable L/C Issuer may
reasonably require.  In the case of a request for an amendment of any
outstanding Letter of Credit, such Letter of Credit Application shall specify in
form and detail reasonably satisfactory to the applicable L/C Issuer
(A) the Letter of Credit to be amended; (B) the proposed date of
amendment thereof (which shall be a Business Day); (C) the nature of the
proposed amendment; and (D) such other matters as the applicable L/C Issuer
may reasonably require.





29


(ii)           Promptly
after receipt of any Letter of Credit Application, the applicable L/C Issuer
will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the applicable L/C Issuer will provide the
Administrative Agent with a copy thereof.  Upon receipt by the
applicable L/C Issuer of confirmation from the Administrative Agent that the
requested issuance or amendment is permitted in accordance with the terms
hereof, then, subject to the terms and conditions hereof, the applicable L/C
Issuer shall, on the requested date, issue a Letter of Credit for the account of
the Borrower or enter into the applicable amendment, as the case may be, in each
case in accordance with such L/C Issuer's usual and customary business
practices.  Immediately upon the issuance of each Letter of Credit,
each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the applicable L/C Issuer a risk participation in such
Letter of Credit in an amount equal to the product of such Lender's Pro Rata
Share times the
amount of such Letter of Credit.





(iii)          If
the Borrower so requests in any applicable Letter of Credit Application, the
applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a
Letter of Credit that has automatic renewal provisions (each, an "Auto-Renewal Letter of
Credit"); provided that any such Auto-Renewal Letter of Credit must
permit such L/C Issuer to prevent any such renewal at least once in each
twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day
(the "Nonrenewal
Notice Date") in each such twelve-month period to be agreed upon at the
time such Letter of Credit is issued.  Unless otherwise directed by
the applicable L/C Issuer, the Borrower shall not be required to make a specific
request to such L/C Issuer for any such renewal.  Once an Auto-Renewal
Letter of Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the applicable L/C Issuer to permit the renewal of such
Letter of Credit at any time to an expiry date not later than the Letter of
Credit Expiration Date; provided, however, that such L/C Issuer shall not permit
any such renewal if (A) such L/C Issuer has determined that it would have
no obligation at such time to issue such Letter of Credit in its renewed form
under the terms hereof, or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before
the Nonrenewal Notice Date (1) from the Administrative Agent that the
Required Lenders have elected not to permit such renewal or (2) from the
Administrative Agent, any Lender or the Borrower that one or more of the
applicable conditions specified in Section 5.02 is
not then satisfied.





(iv)          Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the applicable L/C Issuer will also deliver to the Borrower and the
Administrative Agent a true and complete copy of such Letter of Credit or
amendment.





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(v)           Notwithstanding
anything to the contrary set forth in this Agreement, including without
limitation Section 2.03(a),
a Letter of Credit issued hereunder may contain a statement to the effect that
such Letter of Credit is issued for the account of any Restricted Subsidiary of
the Borrower, provided that notwithstanding such statement, the Borrower shall
be the actual account party for all purposes of this Agreement for such Letter
of Credit and such statement shall not affect the Borrower's reimbursement
obligations hereunder with respect to such Letter of Credit.





(c)           Drawings and Reimbursements;
Funding of Participations.





(i)           Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower
and the Administrative Agent thereof.  Not later than 11:00 a.m.
on the date of any payment by the applicable L/C Issuer under a Letter of Credit
(each such date, an "Honor Date")
(provided that such L/C Issuer notifies the Borrower of the related drawing
prior to 10:00 a.m. on such Honor Date), the Borrower shall reimburse such L/C
Issuer through the Administrative Agent in an amount equal to the amount of such
drawing; if such notice is received by the Borrower after 10:00 a.m. on the
Honor Date, the Borrower shall make such reimbursement to such L/C Issuer on or
before 11:00 a.m. on the next succeeding Business Day after the Honor Date
together with interest on such amount accrued from the Honor Date at the Base
Rate.  If the Borrower fails to so reimburse the applicable L/C Issuer
by such time, the Administrative Agent shall promptly notify each Lender of the
Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed
Amount"), and the amount of such Lender's Pro Rata Share
thereof.  In the case of any Letter of Credit denominated in a
Permitted Foreign Currency,  the Unreimbursed Amount shall be
redenominated into Dollars and equal the Dollar Equivalent amount thereof, and
the Administrative Agent shall so notify the Lenders in the notice described in
the preceding sentence.  In such event, the Borrower shall be deemed
to have requested a Borrowing of Revolving Loans that are Base Rate Loans to be
disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
without regard to the minimum and multiples specified in Section 2.02 for
the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Revolving Commitments and the conditions set
forth in Section 5.02
(other than the delivery of a Loan Notice).  Any notice given by an
L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.





(ii)           Each
Lender (including any Lender acting as L/C Issuer) shall upon any notice
pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of the
applicable L/C Issuer at the Administrative Agent's Office in the Dollar
Equivalent payments in an amount equal to its Pro Rata Share of the Unreimbursed
Amount not later than 1:00 p.m. on the Business Day specified in such
notice by the Administrative Agent, whereupon, subject to the provisions of
Section 2.03(c)(iii),
each Lender that so makes funds available shall be deemed to have made a
Revolving Loan that is a Base Rate Loan to the Borrower in such
amount.  The Administrative Agent shall remit the funds so received to
the applicable L/C Issuer.





31


(iii)          With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
of Revolving Loans that are Base Rate Loans because the conditions set forth in
Section 5.02
cannot be satisfied or for any other reason, the Borrower shall be deemed to
have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of
the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at
the Default Rate.  In such event, each Lender's payment to the
Administrative Agent for the account of the applicable L/C Issuer pursuant to
Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.





(iv)          Until
each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c)
to reimburse the applicable L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender's Pro Rata Share of such amount shall
be solely for the account of such L/C Issuer.





(v)           Each
Lender's obligation to make Revolving Loans or L/C Advances to reimburse the
applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated
by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any set-off, counterclaim, recoupment, defense
or other right which such Lender may have against such L/C Issuer, the Borrower
or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Lender's obligation to make Revolving Loans pursuant to this Section 2.03(c)
is subject to the conditions set forth in Section 5.02
(other than delivery by the Borrower of a Loan Notice).  No such
making of an L/C Advance shall relieve or otherwise impair the obligation of the
Borrower to reimburse the applicable L/C Issuer for the amount of any payment
made by such L/C Issuer under any Letter of Credit, together with interest as
provided herein.





(vi)          If
any Lender fails to make available to the Administrative Agent for the account
of the applicable L/C Issuer any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.03(c)
by the time specified in Section 2.03(c)(ii),
such L/C Issuer shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to such L/C Issuer at a rate per annum equal to the
Federal Funds Rate from time to time in effect.  A certificate of the
applicable L/C Issuer submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (vi) shall be
conclusive absent manifest error.





(d)           Repayment of
Participations.





(i)           At
any time after the applicable L/C Issuer has made a payment under any Letter of
Credit and has received from any Lender such Lender's L/C Advance in respect of
such payment in accordance with Section 2.03(c),
if the Administrative Agent receives for the account of such L/C Issuer any
payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash
Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Pro Rata Share thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Lender's L/C Advance was outstanding) in the same funds as those
received by the Administrative Agent.





32


(ii)           If
any payment received by the Administrative Agent for the account of the
applicable L/C Issuer pursuant to Section 2.03(c)(i)
is required to be returned under any of the circumstances described in Section 11.06
(including pursuant to any settlement entered into by such L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative
Agent, plus
interest thereon from the date of such demand to the date such amount is
returned by such Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect.





(e)           Obligations
Absolute.  The obligation of the Borrower to reimburse the
applicable L/C Issuer for each drawing under each Letter of Credit and to repay
each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:





(i)           any
lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other agreement or instrument relating thereto;





(ii)          the
existence of any claim, counterclaim, set-off, defense or other right that the
Borrower may have at any time against any beneficiary or any transferee of such
Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), such L/C Issuer or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction;





(iii)         any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;





(iv)         any
payment by such L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by such L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or





(v)          any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Borrower.





The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will within five Business Days notify the applicable L/C
Issuer.  The Borrower shall be conclusively deemed to have waived any
such claim against the applicable L/C Issuer and its correspondents unless such
notice is given as aforesaid.





33


(f)           Role of L/C
Issuer.  Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the applicable L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C
Issuers, any Agent-Related Person nor any of the respective correspondents,
participants or assignees of the L/C Issuers shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or
with the approval of the Lenders or the Required Lenders, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or
willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application.  The Borrower hereby assumes all risks
of the acts or omissions of any beneficiary or transferee with respect to its
use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuers, any
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the L/C Issuers, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against an L/C Issuer, and such L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by such L/C Issuer's willful misconduct or gross negligence
or such L/C Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, an L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and such L/C Issuer shall not be responsible for
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.





(g)           Cash
Collateral.  Upon the request of the Administrative Agent, but
subject to the Intercreditor Agreement, (i) if an L/C Issuer has honored
any full or partial drawing request under any Letter of Credit and such drawing
has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
Expiration Date, any Letter of Credit may for any reason remain outstanding and
partially or wholly undrawn, the Borrower shall immediately Cash Collateralize
the then Outstanding Amount of all L/C Obligations (in an amount equal to such
Outstanding Amount determined as of the date of such L/C Borrowing or the Letter
of Credit Expiration Date, as the case may be).  The Administrative
Agent may, at any time and from time to time after the initial deposit of Cash
Collateral, request that additional Cash Collateral be provided in order to
protect against the results of exchange rate fluctuations.  For
purposes hereof, "Cash
Collateralize" means, at the Borrower's option, either (i) to pledge and
deposit with or deliver to the Administrative Agent, for the benefit of the
applicable L/C Issuer and the Lenders, as collateral for the L/C Obligations,
cash or deposit account balances pursuant to documentation in form and substance
satisfactory to the Administrative Agent and such L/C Issuer (which documents
are hereby consented to by the Lenders) or (ii) to deliver a letter of credit to
the Administrative Agent in the face amount of the outstanding L/C Obligations
"back stopping" the outstanding Letters of Credit and the L/C Obligations
represented thereby (such letter of credit shall be from an issuer acceptable to
the applicable L/C Issuer and the Administrative Agent and shall be in a form
acceptable to such L/C Issuer and the Administrative
Agent).  Derivatives of such term have corresponding
meanings.  The Borrower hereby grants to the Administrative Agent, for
the benefit of the L/C Issuers and the Lenders, a security interest in all such
cash, deposit accounts and all balances therein and all proceeds of the
foregoing.  Cash collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America.





34


(h)           Applicability of ISP98 and
UCP.  Unless otherwise expressly agreed by the applicable L/C
Issuer and the Borrower when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), (i) the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may
be in effect at the time of issuance) shall apply to each standby Letter of
Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of
issuance (including the ICC decision published by the Commission on Banking
Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.





(i)           Letter of Credit
Fees.  The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share a Letter of
Credit fee for each Letter of Credit equal to the Applicable Rate times the Dollar
Equivalent of the daily maximum amount available to be drawn under such Letter
of Credit (whether or not such maximum amount is then in effect under such
Letter of Credit).  Such letter of credit fees shall be computed on a
quarterly basis in arrears.  Such letter of credit fees shall be due
and payable on the fifteenth day of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  If there is any change in the Applicable Rate during any
quarter, the daily maximum amount of each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.





(j)           Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  The Borrower
shall pay directly to the applicable L/C Issuer for its own account a fronting
fee with respect to each Letter of Credit a letter of credit fronting fee of
0.125% on the average daily maximum amount available to be drawn under each
Letter of Credit issued by such L/C Issuer at a per annum rate for each day from
the date of issuance to the date of expiration (such fronting fee shall be
computed on a quarterly basis in arrears and shall be due and payable on the
fifteenth day of each March, June, September and December).  In
addition, the Borrower shall pay directly to the applicable L/C Issuer for its
own account the customary issuance, presentation, amendment, administration and
other processing fees, and other standard costs and charges, of such L/C Issuer
relating to letters of credit as from time to time in effect (including, without
limitation, transfer and reinstatement fees).  Such customary fees and
standard costs and charges are due and payable on demand and are
nonrefundable.





(k)           Conflict with Letter of
Credit Application.  In the event of any conflict between the
terms hereof and the terms of any Letter of Credit Application, the terms hereof
shall control.





35


2.04        Prepayments.





(a)           Voluntary
Prepayments.  The Borrower may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay Loans
in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Administrative Agent not later than
11:00 a.m. (A) three Business Days prior to any date of prepayment of
Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans;
(ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount
of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less,
the entire principal amount thereof then outstanding); and (iii) any
prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof (or, if less, the entire principal
amount thereof then outstanding).  Each such notice shall specify the
date and amount of such prepayment and the Type(s) of Loans to be
prepaid.  The Administrative Agent will promptly notify each Lender of
its receipt of each such notice, and of the amount of such Lender's Pro Rata
Share of such prepayment.  If such notice is given by the Borrower,
the Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.  Any
prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest thereon, together with any additional amounts required pursuant to
Section 3.05.  Each
such prepayment shall be applied to the Loans of the Lenders in accordance with
their respective Pro Rata Shares.





(b)           Mandatory
Prepayments.





(i)           Aggregate Revolving
Commitments.  If for any reason the Total Revolving
Outstandings at any time exceed the Aggregate Revolving Commitments then in
effect, the Borrower shall immediately prepay Revolving Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess,
including, but not limited to, as a result of changes in the Spot Rate on any
Revaluation Date; provided, however, that the
Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.04(b)(i)
unless after the prepayment in full of the Revolving Loans, the Total Revolving
Outstandings exceed the Aggregate Revolving Commitments then in
effect.





(ii)           Application of Mandatory
Prepayments.  All amounts required to be paid pursuant to this
Section 2.04(b)
shall be applied to Revolving Loans and (after all Revolving Loans have been
repaid) to Cash Collateralize L/C Obligations.  Within the parameters
of the applications set forth above, prepayments shall be applied first to Base
Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period
maturities.  All prepayments under this Section 2.04(b)
shall be subject to Section 3.05,
but otherwise without premium or penalty, and shall be accompanied by interest
on the principal amount prepaid through the date of prepayment.





2.05        Termination or Reduction of
Aggregate Revolving Commitments.





(a)           Voluntary
Reductions.  The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitments, or from
time to time permanently reduce the Aggregate Revolving Commitments; provided that
(i) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. five Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount
of $10,000,000 or any whole multiple of $1,000,000 in excess thereof,
(iii) the Borrower shall not terminate or reduce the Aggregate Revolving
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving
Commitments, and (iv) if, after giving effect to any reduction of the
Aggregate Revolving Commitments, the Letter of Credit Sublimit exceeds the
amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit
shall be automatically reduced by the amount of such excess.





36


(b)           General.  The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Revolving Commitments.  Any
reduction of the Aggregate Revolving Commitments shall be applied to the
Revolving Commitment of each Lender according to its Pro Rata
Share.  All commitment fees accrued until the effective date of any
termination of the Aggregate Revolving Commitments shall be paid on the
effective date of such termination.





2.06        Repayment of
Loans.





The
Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
amount of Revolving Loans outstanding on such date.





2.07        Interest.





(a)           Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate
Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable
Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable
Rate.





(b)           If
any amount payable by the Borrower under any Loan Document is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.  Furthermore, upon
the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.  Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon
demand.





(c)           Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.





2.08        Fees.





In
addition to certain fees described in subsections (i) and (j) of Section 2.03:





(a)           Commitment
Fee.  The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a commitment
fee equal to the Applicable Rate times the actual
daily amount by which the Aggregate Revolving Commitments exceed the sum of
(i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding
Amount of L/C Obligations.  The commitment fee shall accrue at all
times during the Availability Period, including at any time during which one or
more of the conditions in Article V is not
met, and shall be due and payable quarterly in arrears on the last Business Day
of each March, June, September and December, commencing with the first such
date to occur after the Closing Date, and on the Maturity Date.  The
commitment fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Rate during any quarter, the actual daily amount shall
be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect.





37


(b)           Other
Fees.  (i)The Borrower shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter.  Such fees shall be fully
earned when paid and shall not be refundable for any reason
whatsoever.





(ii)           The
Borrower shall pay to the Lenders such fees as shall have been separately agreed
upon in writing in the amounts and at the times so specified.  Such
fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.





2.09        Computation of Interest and
Fees.





All
computations of interest for Base Rate Loans when the Base Rate is determined by
Bank of America's "prime rate" shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year), or, in the case of
interest in respect of Foreign Currency Loans as to which market practice
differs from the foregoing, in accordance with such market
practice.  Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a),
bear interest for one day.





2.10        Evidence of
Debt.





(a)           The
Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon.  Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest
error.  Upon the request of any Lender made through the Administrative
Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a promissory note which shall evidence such Lender's Loans
in addition to such accounts or records.  Each such promissory note
shall in the case of Revolving Loans, be in the form of Exhibit 2.10 (a
"Revolving
Note").  Each Lender may attach schedules to its Note and
endorse thereon the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto.





38


(b)           In
addition to the accounts and records referred to in subsection (a), each
Lender and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit.  In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error.





2.11        Payments
Generally.





(a)           All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise expressly provided herein and except with respect to principal of and
interest on Foreign Currency Loans, all payments by the Borrower hereunder shall
be made to the Administrative Agent, for the account of the respective Lenders
to which such payment is owed, at the Administrative Agent's Office in Dollars
and in Same Day Funds not later than 2:00 p.m. on the date specified
herein. Except as otherwise expressly provided herein, all payments by the Loan
Parties hereunder with respect to principal and interest on Foreign Currency
Loans shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable
Administrative Agent's Office in such Permitted Foreign Currency and in Same Day
Funds not later than the Applicable Time specified by the Administrative Agent
on the dates specified herein.  The Administrative Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to
such Lender's Lending Office.  All payments received by the
Administrative Agent (i) after 2:00 p.m. in the case of payments in
Dollars, or (ii) after the Applicable Time specified by the Administrative
Agent in the case of payments in  a Permitted Foreign Currency, shall
in each case be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue.





(b)           If
any payment to be made by the Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case
may be.





(c)           Unless
the Borrower or any Lender has notified the Administrative Agent, prior to the
date any payment is required to be made by it to the Administrative Agent
hereunder, that the Borrower or such Lender, as the case may be, will not make
such payment, the Administrative Agent may assume that the Borrower or such
Lender, as the case may be, has timely made such payment and may (but shall not
be so required to), in reliance thereon, make available a corresponding amount
to the Person entitled thereto.  If and to the extent that such
payment was not in fact made to the Administrative Agent in Same Day Funds,
then:





(i)           if
the Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was
made available to such Lender in Same Day Funds, together with interest thereon
in respect of each day from and including the date such amount was made
available by the Administrative Agent to such Lender to the date such amount is
repaid to the Administrative Agent in Same Day Funds, at the applicable
Overnight Rate from time to time in effect; and





39


(ii)           if
any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in Same Day Funds, together
with interest thereon for the period from the date such amount was made
available by the Administrative Agent to the Borrower to the date such amount is
recovered by the Administrative Agent (the "Compensation Period")
at a rate per annum equal to the applicable Overnight Rate from time to time in
effect.  If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender's Loan included in the applicable
Borrowing.  If such Lender does not pay such amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent may make a
demand therefor upon the Borrower, and the Borrower shall pay such amount to the
Administrative Agent, together with interest thereon for the Compensation Period
at a rate per annum equal to the rate of interest applicable to the applicable
Borrowing.  Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its Commitment or to prejudice any rights which the
Administrative Agent or the Borrower may have against any Lender as a result of
any default by such Lender hereunder.





A notice
of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under this subsection (c) shall be conclusive, absent manifest
error.





(d)           If
any Lender makes available to the Administrative Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article II, and
such funds are not made available to the Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in Article V are
not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.





(e)           The
obligations of the Lenders hereunder to make Loans and to fund participations in
Letters of Credit are several and not joint.  The failure of any
Lender to make any Loan or to fund any such participation on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan or purchase its participation.





(f)           Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan
in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.





2.12       Sharing of
Payments.





If, other
than as expressly provided elsewhere herein, any Lender shall obtain on account
of the Loans made by it, or the participations in L/C Obligations held by it,
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify
the Administrative Agent of such fact, and (b) purchase from the other
Lenders such participations in the Loans made by them and/or such
subparticipations in the participations in L/C Obligations held by them, as the
case may be, as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Loans or such participations, as the case may
be, pro rata with each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from the
purchasing Lender under any of the circumstances described in Section 11.06
(including pursuant to any settlement entered into by the purchasing Lender in
its discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender's ratable share (according
to the proportion of (i) the amount of such paying Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered, without further interest
thereon.  The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 11.09)
with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.  The
Administrative Agent will keep records (which shall be conclusive and binding in
the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such
purchases or repayments.  Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right
to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased to
the same extent as though the purchasing Lender were the original owner of the
Obligations purchased.





40


ARTICLE
III


TAXES,
YIELD PROTECTION AND ILLEGALITY





3.01       Taxes.





(a)           Any
and all payments by any Loan Party to or for the account of the Administrative
Agent or any Lender under any Loan Document shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the
case of the Administrative Agent and each Lender, taxes imposed on or measured
by its overall net income, and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the Laws of which the Administrative Agent or such Lender, as the case may be,
is organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes").  If
any Loan Party shall be required by any Laws to deduct any Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent
or any Lender, (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section), each of the Administrative Agent
and such Lender receives an amount equal to the sum it would have received had
no such deductions been made, (ii) such Loan Party shall make such
deductions, (iii) such Loan Party shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, such Loan
Party shall furnish to the Administrative Agent (which shall forward the same to
such Lender) the original or a certified copy of a receipt evidencing payment
thereof.





(b)           In
addition, the Borrower agrees to pay any and all present or future stamp, court
or documentary taxes and any other excise or property taxes or charges or
similar levies which arise from any payment made under any Loan Document or from
the execution, delivery, performance, enforcement or registration of, or
otherwise with respect to, any Loan Document (hereinafter referred to as "Other
Taxes").





41


(c)           If
the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or
in respect of any sum payable under any Loan Document to the Administrative
Agent or any Lender, the Borrower shall also pay to the Administrative Agent or
to such Lender, as the case may be, at the time interest is paid, such
additional amount that the Administrative Agent or such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) that the Administrative
Agent or such Lender would have received if such Taxes or Other Taxes had not
been imposed.





(d)           The
Borrower agrees to indemnify the Administrative Agent and each Lender for
(i) the full amount of Taxes and Other Taxes (including any Taxes or Other
Taxes imposed or asserted by any jurisdiction on amounts payable under this
Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c)
and (iii) any liability (including additions to tax, penalties, interest
and expenses) arising therefrom or with respect thereto, in each case whether or
not such Taxes or Other Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority.  Payment under this
subsection (d) shall be made within 30 days after the date the Lender or
the Administrative Agent makes a demand therefor, accompanied by a certificate
described in Section
3.06(a).





(e)           If
the Borrower is required to pay additional amounts to or for the account of any
Lender pursuant to this Section 3.01, then
such Lender will agree to take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid or mitigate any requirement of applicable Laws that Borrower make any
deduction or withholding for taxes from amounts payable to, or otherwise make
payments under this Section 3.01 with
respect to, such Lender.





3.02        Illegality.





If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans in any Available
Currency, or to determine or charge interest rates based upon the Eurodollar
Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, any
Available Currency in the applicable interbank market, then, on notice thereof
by such Lender to the Borrower through the Administrative Agent, any obligation
of such Lender to make or continue Eurodollar Rate Loans in the affected
Available Currency or, where the affected Available Currency is Dollars, to
convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such
Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such determination no longer exist.  Upon receipt of
such notice, the Borrower shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay or, if applicable and such Loans are
denominated in Dollars, convert such Eurodollar Rate Loans of such Lender to
Base Rate Loans, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day,
or immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or
converted.  Each Lender agrees to designate a different Lending Office
if such designation will avoid the need for such notice and will not, in the
good faith judgment of such Lender, otherwise be materially disadvantageous to
such Lender.  If the obligation of any Lender to make or maintain
Eurodollar Rate Loans has been so terminated or suspended, then the Borrower may
elect, by giving notice to such Lender through Administrative Agent, that all
Loans denominated in Dollars which would otherwise be made by such Lender as
Eurodollar Rate Loans shall be instead Base Rate Loans.





42


3.03        Inability to Determine
Rates.





If the
Required Lenders determine that for any reason adequate and reasonable means do
not exist for determining the Eurodollar Rate for any requested Interest Period
with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for
any requested Interest Period with respect to a proposed Eurodollar Rate Loan
does not adequately and fairly reflect the cost to such Lenders of funding such
Loan, the Administrative Agent will promptly so notify the Borrower and each
Lender.  Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon
the instruction of the Required Lenders) revokes such notice.  Upon
receipt of such notice, the Borrower may revoke any pending request for a
Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing
that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.





3.04        Increased Cost and Reduced
Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.





(a)           If
any Lender determines that as a result of the introduction of or any change in
or in the interpretation of any Law, or such Lender's compliance therewith,
there shall be any increase in the cost to such Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Loans or (as the case may be)
issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which
Section 3.01
shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, and (iii) reserve requirements
contemplated by Section 3.04(c)),
then if such Lender generally is assessing such amounts to its borrowers that
are similarly situated with the Borrower, from time to time upon demand of such
Lender, accompanied by a certificate described in Section 3.06(a) (with
a copy of such demand and certificate to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such increased cost or reduction.  If the Borrower is required to
pay additional amounts to or for the account of any Lender pursuant to this
Section
3.04(a), then such Lender will agree to take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and
as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid or mitigate any requirement for compensation under this Section
3.04(a).





43





(b)           If
any Lender determines that the introduction of any Law regarding capital
adequacy or any change therein or in the interpretation thereof, or compliance
by such Lender (or its Lending Office) therewith, has the effect of reducing the
rate of return on the capital of such Lender or any corporation controlling such
Lender as a consequence of such Lender's obligations hereunder (taking into
consideration its policies with respect to capital adequacy and such Lender's
desired return on capital), then from time to time upon demand, accompanied by a
certificate described in Section 3.06(a), of
such Lender (with a copy of such demand to the Administrative Agent), so long as
such Lender is imposing such costs generally on borrowers similarly situated
with the Borrower, the Borrower shall pay to such Lender such additional amounts
as will compensate such Lender for such reduction.





(c)           The
Borrower shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as "Eurocurrency
liabilities"), additional interest on the unpaid principal amount of each
Eurodollar Rate Loan equal to the actual costs of such reserves allocated to
such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive absent manifest error), which shall be due and
payable on each date on which interest is payable on such Loan, provided the Borrower
shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such
Lender.  If a Lender fails to give notice 15 days prior to the
relevant Interest Payment Date, such additional interest shall be due and
payable 15 days from receipt of such notice.





3.05        Funding
Losses.





Upon
demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result
of:





(a)           any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);





(b)           any
failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by the Borrower;





(c)           any
failure by the Borrower to make payment of any Loan (or interest due thereon)
denominated in a Permitted Foreign Currency on its scheduled due date or any
payment thereof in a different currency; or





(d)           any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to
Section 11.16;





excluding
any loss of anticipated profits and including any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.  The Borrower shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.





44


For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05,
each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in
the applicable offshore interbank market for such Available Currency for a
comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded.





3.06        Matters Applicable to all
Requests for Compensation.





(a)           Any
Lender claiming compensation under this Article III
shall deliver to the Borrower (with a copy to the Administrative Agent) a
certificate setting forth in reasonable detail the amount payable to such Lender
hereunder and such certificate shall be conclusive in the absence of manifest
error.  In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.





(b)           Upon
any Lender's making a claim for compensation under Section 3.01 or
3.04, the
Borrower may replace such Lender in accordance with Section 11.16.





3.07        Survival.





All of
the Borrower's obligations under this Article III
shall survive termination of the Aggregate Revolving Commitments and repayment
of all other Obligations hereunder.








ARTICLE
IV


GUARANTY





4.01        The
Guaranty.





Each of
the Guarantors hereby jointly and severally guarantees to each Lender, each
Affiliate of a Lender that enters into a Swap Contract, and the Administrative
Agent as hereinafter provided, as primary obligor and not as surety, the prompt
payment of the Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) strictly in accordance with the terms thereof.  The
Guarantors hereby further agree that if any of the Obligations are not paid in
full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Obligations, the same will be promptly paid in
full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) in accordance
with the terms of such extension or renewal.





Notwithstanding
any provision to the contrary contained herein or in any other of the Loan
Documents or Swap Contracts, the obligations of each Guarantor under this
Agreement and the other Loan Documents shall be limited to an aggregate amount
equal to the largest amount that would not render such obligations subject to
avoidance under the Debtor Relief Laws or any comparable provisions of any
applicable state law.





45


4.02        Obligations
Unconditional.





The
obligations of the Guarantors under Section 4.01 are
joint and several, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Loan Documents
or Swap Contracts, or any other agreement or instrument referred to therein, or
any substitution, release, impairment or exchange of any other guarantee of or
security for any of the Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.02
that the obligations of the Guarantors hereunder shall be absolute and
unconditional under any and all circumstances.  Each Guarantor agrees
that such Guarantor shall have no right of subrogation, indemnity, reimbursement
or contribution against the Borrower or any other Guarantor for amounts paid
under this Article IV until
such time as the Obligations have been Fully Satisfied.  Without
limiting the generality of the foregoing, it is agreed that, to the fullest
extent permitted by law, the occurrence of any one or more of the following
shall not alter or impair the liability of any Guarantor hereunder which shall
remain absolute and unconditional as described above:





(a)           at
any time or from time to time, without notice to any Guarantor, the time for any
performance of or compliance with any of the Obligations shall be extended, or
such performance or compliance shall be waived;





(b)           any
of the acts mentioned in any of the provisions of any of the Loan Documents, any
Swap Contract between any Consolidated Party and any Lender, or any Affiliate of
a Lender, or any other agreement or instrument referred to in the Loan Documents
or such Swap Contracts shall be done or omitted;





(c)           the
maturity of any of the Obligations shall be accelerated, or any of the
Obligations shall be modified, supplemented or amended in any respect, or any
right under any of the Loan Documents, any Swap Contract between any
Consolidated Party and any Lender, or any Affiliate of a Lender, or any other
agreement or instrument referred to in the Loan Documents or such Swap Contracts
shall be waived or any other guarantee of any of the Obligations or any security
therefor shall be released, impaired or exchanged in whole or in part or
otherwise dealt with;





(d)           any
Lien granted to, or in favor of, the Administrative Agent, the Collateral Agent
or any Lender or Lenders as security for any of the Obligations shall fail to
attach or be perfected; or





(e)           any
of the Obligations shall be determined to be void or voidable (including,
without limitation, for the benefit of any creditor of any Guarantor) or shall
be subordinated to the claims of any Person (including, without limitation, any
creditor of any Guarantor).





With
respect to its obligations hereunder, each Guarantor hereby expressly waives
diligence, presentment, demand of payment, protest and all notices whatsoever,
and any requirement that the Administrative Agent or any Lender exhaust any
right, power or remedy or proceed against any Person under any of the Loan
Documents, any Swap Contract between any Consolidated Party and any Lender, or
any Affiliate of a Lender, or any other agreement or instrument referred to in
the Loan Documents or such Swap Contracts, or against any other Person under any
other guarantee of, or security for, any of the Obligations.





46


4.03        Reinstatement.





The
obligations of the Guarantors under this Article IV shall
be automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Obligations is rescinded or must
be otherwise restored by any holder of any of the Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including fees and expenses of
counsel) incurred by the Administrative Agent or such Lender in connection with
such rescission or restoration, including any such costs and expenses incurred
in defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law.





4.04        Certain Additional
Waivers.





Without
limiting the generality of the provisions of this Article IV, each
Guarantor hereby specifically waives, to the extent applicable, the benefits of
N.C. Gen. Stat. §§ 26-7 through 26-9, inclusive and California Civil Code
Section 2847, 2848 or 2849.  Each Guarantor further agrees that such
Guarantor shall have no right of recourse to security for the Obligations,
except through the exercise of rights of subrogation pursuant to Section 4.02 and
through the exercise of rights of contribution pursuant to Section 4.06.





As used
in this paragraph, any reference to "the principal" includes the Borrower, and
any reference to "the creditor" includes each Lender, each Affiliate of a Lender
that enters into a Swap Contract, and the Administrative Agent.  In
accordance with Section 2856 of the California Civil Code (a) each Guarantor
waives any and all rights and defenses available to it by reason of Sections
2787 to 2855, inclusive, of the California Civil Code, including without
limitation any and all rights or defenses such Guarantor or any other guarantor
of the Guaranteed Obligations may have because the Guaranteed Obligations are
secured by real property.  This means, among other
things:  (1) the creditor may collect from such Guarantor without
first foreclosing on any real or personal property collateral pledged by the
principal; and (2) if the creditor forecloses on any real property collateral
pledged by the principal: (A) the amount of the Guaranteed Obligations may be
reduced only by the price for which the collateral is sold at the foreclosure
sale, even if the collateral is worth more than the sale price and (B) the
creditor may collect from such Guarantor even if the creditor, by foreclosing on
the real property collateral, has destroyed any right such Guarantor may have to
collect from the principal.  This is an unconditional and irrevocable
waiver of any right and defenses such Guarantor may have because the Guaranteed
Obligations are secured by real property.  These rights and defenses
include, but are not limited to, any rights and defenses based upon Section
580a, 580b, 580d, or 726 of the California Code of Civil
Procedure.  Each Guarantor also waives all rights and defenses arising
out of an election of remedies by the creditor, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for the
Guaranteed Obligations, has destroyed such Guarantor's rights of subrogation and
reimbursement against the principal by the operation of Section 580d of the Code
of Civil Procedure or otherwise; and even though that election of remedies by
the creditor, such as nonjudicial foreclosure with respect to security for an
obligation of any other guarantor of any of the Guaranteed Obligations, has
destroyed such Guarantor's rights of contribution against such other
guarantor.  No other provision of this Guaranty shall be construed as
limiting the generality of any of the covenants and waivers set forth in this
paragraph.  As provided below, this Guaranty shall be governed by, and
shall be construed and enforced in accordance with, the internal laws of the
State of New York, without regard to conflicts of laws
principles.  This paragraph is included solely out of an abundance of
caution, and shall not be construed to mean that any of the above-referenced
provisions of California law are in any way applicable to this Guaranty or to
any of the Guaranteed Obligations.





47


4.05        Remedies.





The Guarantors agree that, to the
fullest extent permitted by law, as between the Guarantors, on the one hand, and
the Administrative Agent and the Lenders, on the other hand, the Obligations may
be declared to be forthwith due and payable as provided in Section 9.02
(and shall be deemed to have become automatically due and payable in the
circumstances provided in said Section 9.02)
for purposes of Section 4.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing the Obligations from becoming automatically due and
payable) as against any other Person and that, in the event of such declaration
(or the Obligations being deemed to have become automatically due and payable),
the Obligations (whether or not due and payable by any other Person) shall
forthwith become due and payable by the Guarantors for purposes of Section 4.01.
The Guarantors acknowledge and agree that their obligations hereunder are
secured in accordance with the terms of the Collateral Documents and that the
Lenders may exercise their remedies thereunder in accordance with the terms
thereof.





4.06        Rights of
Contribution.





The
Guarantors hereby agree as among themselves that, if any Guarantor shall make an
Excess Payment (as defined below), such Guarantor shall have a right of
contribution from each other Guarantor in an amount equal to such other
Guarantor's Contribution Share (as defined below) of such Excess
Payment.  The payment obligations of any Guarantor under this Section 4.06
shall be subordinate and subject in right of payment to the Obligations until
such time as the Obligations have been Fully Satisfied, and none of the
Guarantors shall exercise any right or remedy under this Section 4.06
against any other Guarantor until such Obligations have been Fully
Satisfied.  For purposes of this Section 4.06,
(a) "Excess Payment" shall mean the amount paid by any Guarantor in excess
of its Ratable Share of any Guaranteed Obligations; (b) "Ratable Share"
shall mean, for any Guarantor in respect of any payment of Obligations, the
ratio (expressed as a percentage) as of the date of such payment of Guaranteed
Obligations of (i) the amount by which the aggregate present fair salable
value of all of its assets and properties exceeds the amount of all debts and
liabilities of such Guarantor (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate present fair salable
value of all assets and other properties of all of the Loan Parties exceeds the
amount of all of the debts and liabilities (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of the
Loan Parties hereunder) of the Loan Parties; provided, however, that, for
purposes of calculating the Ratable Shares of the Guarantors in respect of any
payment of Obligations, any Guarantor that became a Guarantor subsequent to the
date of any such payment shall be deemed to have been a Guarantor on the date of
such payment and the financial information for such Guarantor as of the date
such Guarantor became a Guarantor shall be utilized for such Guarantor in
connection with such payment; (c) "Contribution Share" shall mean, for any
Guarantor in respect of any Excess Payment made by any other Guarantor, the
ratio (expressed as a percentage) as of the date of such Excess Payment of
(i) the amount by which the aggregate present fair salable value of all of
its assets and properties exceeds the amount of all debts and liabilities of
such Guarantor (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of such Guarantor hereunder) to
(ii) the amount by which the aggregate present fair salable value of all
assets and other properties of the Loan Parties other than the maker of such
Excess Payment exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of the Loan Parties) of the Loan Parties other than the maker of
such Excess Payment; provided, however, that, for
purposes of calculating the Contribution Shares of the Guarantors in respect of
any Excess Payment, any Guarantor that became a Guarantor subsequent to the date
of any such Excess Payment shall be deemed to have been a Guarantor on the date
of such Excess Payment and the financial information for such Guarantor as of
the date such Guarantor became a Guarantor shall be utilized for such Guarantor
in connection with such Excess Payment; and (d) "Guaranteed Obligations"
shall mean the Obligations guaranteed by the Guarantors pursuant to this Article IV.  This
Section 4.06
shall not be deemed to affect any right of subrogation, indemnity, reimbursement
or contribution that any Guarantor may have under Law against the Borrower in
respect of any payment of Guaranteed Obligations.  Notwithstanding the
foregoing, all rights of contribution against any Guarantor shall terminate from
and after such time, if ever, that such Guarantor shall be relieved of its
obligations in accordance with Section 10.11.





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4.07        Guarantee of Payment;
Continuing Guarantee.





The
guarantee in this Article IV is a
guaranty of payment and not of collection, is a continuing guarantee, and shall
apply to all Obligations whenever arising.








ARTICLE
V


CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS





5.01        Conditions of Initial Credit
Extension.





The
obligation of each Lender to make its initial Credit Extension hereunder is
subject to satisfaction of the following conditions precedent:





(a)           Loan Documents, Organization
Documents, Etc.The Administrative Agent's receipt of the
following, each of which shall be originals or facsimiles (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible
Officer of the signing Loan Party, each dated the Closing Date (or, in the case
of certificates of governmental officials, a recent date before the Closing
Date) and each in form and substance satisfactory to the Administrative Agent
and its legal counsel:





(i)           executed
counterparts of this Agreement and the other Loan Documents;





(ii)          a
Note executed by the Borrower in favor of each Lender requesting a
Note;





(iii)         copies
of the Organization Documents of each Loan Party certified to be true and
complete as of a recent date by the appropriate Governmental Authority of the
state or other jurisdiction of its incorporation or organization, where
applicable, and certified by a secretary or assistant secretary of such Loan
Party to be true and correct as of the Closing Date;





(iv)         such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer
in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party; and





49


(v)          such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, and is validly
existing, in good standing and qualified to engage in business in (A) the
jurisdiction of its incorporation or organization and (B) each jurisdiction
where its ownership, lease or operation of properties or the conduct of its
business requires such qualification, except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.





(b)           Opinions of
Counsel.  The Administrative Agent shall have received, in each
case dated as of the Closing Date and in form and substance reasonably
satisfactory to the Administrative Agent:





(i)           a
legal opinion of Gibson Dunn & Crutcher LLP, general counsel for the Loan
Parties;





(ii)           a
legal opinion of special local counsel for each Loan Party not organized in the
State of Delaware; and





(iii)          a
legal opinion of special local counsel for the Loan Parties for each state in
which any Mortgaged Property is located.





(c)           Personal Property
Collateral.  The Administrative Agent shall have
received:





(i)           searches
of Uniform Commercial Code filings in the jurisdiction of the chief executive
office of each Loan Party and each jurisdiction where any Collateral is located
or where a filing would need to be made in order to perfect the Collateral
Agent's security interest in the Collateral, copies of the financing statements
on file in such jurisdictions and evidence that no Liens exist other than
Permitted Liens;





(ii)           UCC
financing statements for each appropriate jurisdiction as is necessary, in the
Administrative Agent's sole discretion, to perfect the Collateral Agent's
security interest in the Collateral;





(iii)          searches
of ownership of, and Liens on, intellectual property of each Loan Party in the
appropriate governmental offices;





(iv)          all
certificates evidencing any certificated Capital Stock pledged to the Collateral
Agent pursuant to the Security Agreement, together with duly executed in blank,
undated stock powers attached thereto (unless, with respect to the pledged
Capital Stock of any Foreign Subsidiary, such stock powers are deemed
unnecessary by the Administrative Agent in its reasonable discretion under the
law of the jurisdiction of incorporation of such Person);





50


(v)          duly
executed notices of grant of security interest in the form required by the
Security Agreement as are necessary, in the Administrative Agent's sole
discretion, to perfect the Collateral Agent's security interest in the
Collateral;





(vi)         duly
executed consents as are necessary, in the Administrative Agent's reasonable
discretion, to perfect the Collateral Agent's security interest in the
Collateral; and





(vii)        in
the case of any personal property Collateral located at a premises leased by a
Loan Party, such estoppel letters, consents and waivers from the landlords on
such real property as may be reasonably required by the Administrative
Agent.





(d)           Real Property
Collateral.  The Administrative Agent shall have received, in
form and substance reasonably satisfactory to the Administrative
Agent:





(i)           fully
executed and notarized mortgages, deeds of trust or deeds to secure debt (each,
as the same may be amended, modified, restated or supplemented from time to
time, a "Mortgage" and collectively the "Mortgages") encumbering the fee
interest of any Loan Party in each of the Real Properties designated as a
Mortgaged Property in Schedule 6.20(a)
(each a "Mortgaged Property" and collectively the "Mortgaged
Properties");





(ii)           ALTA
mortgagee title insurance policies issued by Stewart Title Guaranty Company (the
"Mortgage Policies") with respect to each Mortgaged Property, assuring the
Administrative Agent that each of the Mortgages creates a valid and enforceable
first priority mortgage lien on the applicable Mortgaged Property, free and
clear of all defects and encumbrances except Permitted Liens, which Mortgage
Policies shall otherwise be in form and substance reasonably satisfactory to the
Administrative Agent (such Mortgage Policies may contain a survey exception) and
shall include such endorsements as are reasonably requested by the
Administrative Agent;





(iii)          evidence
as to (A) whether any Mortgaged Property is in an area designated by the
Federal Emergency Management Agency as having special flood or mud slide hazards
(a "Flood Hazard Property") and (B) if any Mortgaged Property is a Flood
Hazard Property, (1) whether the community in which such Mortgaged Property
is located is participating in the National Flood Insurance Program,
(2) the applicable Loan Party's written acknowledgment of receipt of
written notification from the Administrative Agent (a) as to the fact that
such Mortgaged Property is a Flood Hazard Property and (b) as to whether
the community in which each such Flood Hazard Property is located is
participating in the National Flood Insurance Program and (3) copies of
insurance policies or certificates of insurance of the Consolidated Parties
evidencing flood insurance satisfactory to the Administrative Agent and naming
the Collateral Agent as sole loss payee on behalf of the Lenders;





(iv)          evidence
reasonably satisfactory to the Administrative Agent that each of the Mortgaged
Properties, and the uses of the Mortgaged Properties, are in compliance in all
material respects with all applicable zoning laws (the evidence submitted as to
which should include the zoning designation made for each of the Mortgaged
Properties, the permitted uses of each such Mortgaged Properties under such
zoning designation and, if available, zoning requirements as to parking, lot
size, ingress, egress and building setbacks); and





51


(v)           an
appraisal of each Mortgaged Property satisfactory to the Administrative
Agent.





(e)           Availability.  After
giving effect to the initial Loans made and Letters of Credit issued hereunder
on the Closing Date, the Aggregate Revolving Commitments shall exceed the Total
Revolving Outstandings by at least $25,000,000.





(f)           Evidence of
Insurance.  Receipt by the Administrative Agent of copies of
insurance policies or certificates of insurance of the Loan Parties evidencing
liability and casualty insurance meeting the requirements set forth in the Loan
Documents, including, but not limited to, naming the Collateral Agent as
additional insured (in the case of liability insurance) or loss payee (in the
case of hazard insurance) on behalf of the Lenders.





(g)          Government
Consent.  Receipt by the Administrative Agent of evidence that
all governmental, shareholder and material third party consents and approvals
necessary or desirable in connection with the transactions contemplated hereby,
and no law or regulation shall be applicable which in the judgment of the
Administrative Agent could have such effect.





(h)           Consummation of Private
Placement.  The Administrative Agent shall be satisfied that
(i) the Borrower shall have received gross proceeds of at least
$50 million from the issuance by the Borrower of Senior Notes under the
2003 Note Purchase Agreement on terms that are satisfactory to the
Administrative Agent and (ii) the Consolidated Parties shall have no
Indebtedness except for Indebtedness permitted under Section 8.03.  The
Administrative Agent shall have received a copy, certified by a Responsible
Officer of the Borrower as true and complete, of the Senior Note Agreements (an
any amendments thereto) as originally executed and delivered, together with all
exhibits and schedules thereto.  The obligations owing under the
Existing Credit Agreement shall have been paid in full and the commitments
thereunder terminated.





(i)           Officer's
Certificates.  The Administrative Agent shall have received a
certificate or certificates executed by a Responsible Officer of the Borrower as
of the Closing Date, in form and substance satisfactory to the Administrative
Agent, stating that (A) each Loan Party is in compliance with all existing
material financial obligations, (B) all governmental, shareholder and third
party consents and approvals, if any, with respect to the Loan Documents and the
transactions contemplated thereby have been obtained (and attaching copies
thereof), (C) no action, suit, investigation or proceeding is pending or
threatened in any court or before any arbitrator or governmental instrumentality
that purports to affect any Loan Party or any transaction contemplated by the
Loan Documents, if such action, suit, investigation or proceeding could
reasonably be expected to have a Material Adverse Effect and
(D) immediately after giving effect to the transactions contemplated
hereby, (1) no Default or Event of Default would result, (2) all
representations and warranties contained herein and in the other Loan Documents
are true and correct in all material respects and (3) assuming that such
calculations are made on the Closing Date, the Loan Parties are in compliance
with each of the financial covenants set forth in Section 8.11 as
of the first date provided for the measurement of each of such financial
covenants in accordance with the terms thereof.





52


(j)           Intercreditor
Agreement.  The Administrative Agent shall have received an
executed copy of the Intercreditor Agreement.





(k)           Fees.  Any
fees required to be paid on or before the Closing Date shall have been
paid.





(l)           Attorney
Costs.  Unless waived by the Administrative Agent, the Borrower
shall have paid all Attorney Costs of the Administrative Agent to the extent
invoiced prior to or on the Closing Date.





(m)          Other.  Receipt
by the Lenders of such other documents, instruments, agreements or information
as reasonably requested by any Lender, through the Administrative Agent,
including, but not limited to, information regarding litigation, tax,
accounting, labor, insurance, pension liabilities (actual or contingent), real
estate leases, material contracts, environmental matters, debt agreements,
property ownership and contingent liabilities of the Consolidated
Parties.





5.02        Conditions to all Credit
Extensions.





The
obligation of each Lender to honor any Request for Credit Extension (other than
a Loan Notice requesting only a conversion of Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is subject to the following conditions
precedent:





(a)           The
representations and warranties of the Borrower and each other Loan Party
contained in Article VI or
any other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct in
all material respects on and as of the date of such Credit Extension, except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier
date, and except that for purposes of this Section 5.02,
the representations and warranties contained in subsections (a) and (b) of
Section 6.05
shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 7.01.





(b)           No
Default shall exist, or would result from such proposed Credit
Extension.





(c)           There
shall not have been commenced against any Consolidated Party an involuntary case
under any applicable Debtor Relief Law, now or hereafter in effect, or any case,
proceeding or other action for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of such Person
or for any substantial part of its Property or for the winding up or liquidation
of its affairs, and such involuntary case or other case, proceeding or other
action shall remain undismissed.





(d)           The
Administrative Agent and, if applicable, the applicable L/C Issuer shall have
received a Request for Credit Extension in accordance with the requirements
hereof.





Each
Request for Credit Extension (other than a Loan Notice requesting only a
conversion of Loans to the other Type or a continuation of Eurodollar Rate
Loans) submitted by the Borrower shall be deemed to be a representation and
warranty that the conditions specified in Sections 5.02(a),
(b) and (c) have been
satisfied on and as of the date of the applicable Credit Extension.





53





ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES





The Loan
Parties represent and warrant to the Administrative Agent and the Lenders
that:





6.01        Existence, Qualification and
Power; Compliance with Laws.





Each
Consolidated Party (a) is duly organized or formed, validly existing and in
good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own
its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents, if any, to which it is a party and
(c) is duly qualified and is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification or license; except in
each case referred to in clause (b)(i) or (c), to the extent that failure
to do so could not reasonably be expected to have a Material Adverse
Effect.





6.02        Authorization; No
Contravention.





The
execution, delivery and performance by each Loan Party of each Loan Document to
which such Person is party, have been duly authorized by all necessary corporate
or other organizational action, and do not and will not (a) contravene the
terms of any of such Person's Organization Documents; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under,
(i) any Contractual Obligation to which such Person is a party or
(ii) any order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which such Person or its property is subject; or
(c) violate any Law (including, without limitation, Regulation U or
Regulation X issued by the FRB); except in each case referred to in
clause (b)(i), (b)(ii) or (c), to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect.





6.03        Governmental Authorization;
Other Consents.





No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by any Loan
Party of this Agreement or any other Loan Document, except for
(a) consents, authorizations, notices and filings described in Schedule 6.03,
all of which have been obtained or made or have the status described in such
Schedule 6.03
and (b) filings or recordations to perfect the Liens created by the
Collateral Documents.





6.04        Binding
Effect.





This
Agreement has been, and each other Loan Document, when delivered hereunder, will
have been, duly executed and delivered by each Loan Party that is party
thereto.  This Agreement constitutes, and each other Loan Document
when so delivered will constitute, a legal, valid and binding obligation of such
Loan Party, enforceable against each Loan Party that is party thereto in
accordance with its terms except as enforceability may be limited by applicable
Debtor Relief Laws and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law).





54


6.05        Financial Statements; No
Material Adverse Effect.





(a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present in all material respects the
financial condition of the Consolidated Parties as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Consolidated Parties as of the date
thereof, including liabilities for taxes, material commitments and
Indebtedness.





(b)           The
unaudited consolidated financial statements of the Consolidated Parties
contained in the Borrower's 10 Q for the period ended August 31, 2002, and
the related consolidated statements of income or operations and cash flows for
the fiscal quarter ended on that date (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein, and (ii) fairly present in all material
respects the financial condition of the Consolidated Parties as of the date
thereof and their results of operations for the period covered thereby, subject,
in the case of clauses (i) and (ii), to the absence of footnotes and to
normal year-end audit adjustments.





(c)           During
the period from November 30, 2001 to and including the Closing Date, there
has been no sale, transfer or other disposition by any Consolidated Party of any
material part of the business or Property of the Consolidated Parties, taken as
a whole, and no purchase or other acquisition by any of them of any business or
property (including any Capital Stock of any other Person) material in relation
to the consolidated financial condition of the Consolidated Parties, taken as a
whole, in each case, which is not reflected in the foregoing financial
statements or in the notes thereto and has not otherwise been disclosed in
writing to the Lenders on or prior to the Closing Date.





(d)           The
financial statements delivered pursuant to Section 7.01(a)
and (b) have
been prepared in accordance with GAAP (except as may otherwise be permitted
under Section 7.01(a)
and (b)) and
present fairly in all material respects (on the basis disclosed in the footnotes
to such financial statements) the consolidated financial condition, results of
operations and cash flows of the Consolidated Parties as of such date and for
such periods.





(e)           Since
the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.





6.06        Litigation.





Except as
set forth on Schedule
6.06, there are no actions, suits, proceedings, claims or disputes
pending or, to the knowledge of the Loan Parties after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against any Consolidated Party or
against any of its properties or revenues that (a) purport to affect this
Agreement or any other Loan Document, or any of the transactions contemplated
hereby or (b) either individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect.





55


6.07        No
Default.





No
Consolidated Party is in default under or with respect to any Contractual
Obligation that could, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  No Default has occurred
and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.





6.08        Ownership of Property;
Liens.





Each
Consolidated Party has good record and marketable title in fee simple to, or
valid leasehold interests in, all real property necessary or used in the
ordinary conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  The property of the Consolidated Parties is subject
to no Liens, other than Permitted Liens.





6.09        Environmental
Compliance.





Except
for matters that could not reasonably be expected to have a Material Adverse
Effect:





(a)           Each
of the Real Properties and all operations at the Real Properties are in
compliance with all applicable Environmental Laws, there is no violation of any
Environmental Law with respect to the Real Properties or the Businesses, and
there are no conditions relating to the Real Properties or the Businesses that
could give rise to liability under any applicable Environmental
Laws.





(b)           None
of the Real Properties contains, or has previously contained, any Hazardous
Materials at, on or under the Real Properties in amounts or concentrations that
constitute or constituted a violation of, or could give rise to liability under,
Environmental Laws.





(c)           No
Consolidated Party has received any written or verbal notice of, or inquiry from
any Governmental Authority regarding, any violation, alleged violation,
non-compliance, liability or potential liability regarding environmental matters
or compliance with Environmental Laws with regard to any of the Real Properties
or the Businesses, nor does any Responsible Officer of any Loan Party have
knowledge or reason to believe that any such notice will be received or is being
threatened.





(d)           Hazardous
Materials have not been transported or disposed of from the Real Properties, or
generated, treated, stored or disposed of at, on or under any of the Real
Properties or any other location, in each case by or on behalf of any
Consolidated Party in violation of, or in a manner that could give rise to
liability under, any applicable Environmental Law.





(e)           No
judicial proceeding or governmental or administrative action is pending or, to
the best knowledge of the Responsible Officers of the Loan Parties, threatened,
under any Environmental Law to which any Consolidated Party is or will be named
as a party, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial
requirements outstanding under any Environmental Law with respect to the
Consolidated Parties, the Real Properties or the Businesses.





56


(f)           There
has been no release, or threat of release, of Hazardous Materials at or from the
Real Properties, or arising from or related to the operations (including,
without limitation, disposal) of any Consolidated Party in connection with the
Real Properties or otherwise in connection with the Businesses, in violation of
or in amounts or in a manner that could give rise to liability under
Environmental Laws.





6.10        Insurance.





The
properties of the Borrower and its Restricted Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Restricted
Subsidiary operates.  As of the Closing Date, the insurance coverage
of the Loan Parties is outlined as to carrier, policy number, expiration date,
type and amount on Schedule 6.10.





6.11        Taxes.





The
Consolidated Parties have filed all federal, state and other material tax
returns and reports required to be filed, and have paid all federal, state and
other material taxes, assessments, fees and other governmental charges therein
shown to be due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP.  To the knowledge
of the Responsible Officers of the Loan Parties, there is no proposed tax
assessment against the Borrower or any Restricted Subsidiary that would, if
made, have a Material Adverse Effect.





6.12        ERISA
Compliance.





(a)           Each
Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state Laws.  Each Plan that is
intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Responsible Officers of the Loan Parties, nothing has occurred
which would prevent, or cause the loss of, such qualification.  Each
Loan Party and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412
of the Code has been made with respect to any Plan.





(b)           There
are no pending or, to the best knowledge of the Responsible Officers of the Loan
Parties, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could be reasonably be expected to have
a Material Adverse Effect.  There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that
has resulted or could reasonably be expected to result in a Material Adverse
Effect.





(c)           (i)           No
ERISA Event has occurred or is reasonably expected to occur; (ii) no
Pension Plan has any Unfunded Pension Liability; (iii) no Loan Party nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) no
Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and
(v) no Loan Party nor any ERISA Affiliate has engaged in a transaction that
could be subject to Sections 4069 or 4212(c) of ERISA.





57


6.13        Subsidiaries.





The
corporate capital and ownership structure of the Consolidated Parties as of the
Closing Date is as described in Schedule 6.13(a).  Set
forth on Schedule 6.13(b)
is a complete and accurate list as of the Closing Date with respect to the
Borrower and each of its direct and indirect Subsidiaries of
(i) jurisdiction of incorporation, (ii) number of shares of each class
of Capital Stock outstanding, (iii) number and percentage of outstanding
shares of each class owned (directly or indirectly) by the Consolidated Parties
and (iv) number and effect, if exercised, of all outstanding options,
warrants, rights of conversion or purchase and all other similar rights with
respect thereto as of the Closing Date.  The outstanding Capital Stock
of all such Persons is validly issued, fully paid and non-assessable and is
owned by the Consolidated Parties, directly or indirectly, in the manner set
forth on Schedule 6.13(b),
free and clear of all Liens (other than those arising under or contemplated in
connection with the Credit Documents).  Other than as set forth in
Schedule 6.13(b),
neither the Borrower nor any of its Restricted Subsidiaries has outstanding any
securities convertible into or exchangeable for its Capital Stock nor does any
such Person have outstanding any rights to subscribe for or to purchase or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to its Capital Stock.





6.14        Margin Regulations;
Investment Company Act; Public Utility Holding Company Act.





(a)           The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit
for the purpose of purchasing or carrying margin stock.





(b)           None
of the Borrower, any Person Controlling the Borrower, or any Subsidiary
(i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940 or (iii) subject to
regulation under any other Law which limits its ability to incur
Indebtedness.





6.15        Disclosure.





Each Loan
Party has disclosed to the Administrative Agent and the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its
Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect.  No report, financial statement, certificate or other
written information furnished by any Loan Party to the Administrative Agent or
any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not materially misleading; provided that, with
respect to projected financial information, the Loan Parties represent only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.





58


6.16        Compliance with
Laws.





Each
Consolidated Party is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which
(a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted or
(b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect.





6.17        Intellectual
Property.





Each
Consolidated Party owns, or has the legal right to use, all material trademarks,
service marks, trade names, trade dress, patents, copyrights, technology,
know-how and processes (the "Intellectual Property") necessary for each of them
to conduct its business as currently conducted.  Set forth on Schedule 6.17 is
a list of all Intellectual Property registered or pending registration with the
United States Copyright Office or the United States Patent and Trademark Office
and owned by each Loan Party as of the Closing Date.  Except as
provided on Schedule 6.17,
no claim has been asserted and is pending by any Person challenging or
questioning the use of the Intellectual Property or the validity or
effectiveness of the Intellectual Property, nor does any Responsible Officer of
any Loan Party know of any such claim, and, to the knowledge of the Responsible
Officers of the Loan Parties, the use of the Intellectual Property by any
Consolidated Party or the granting of a right or a license in respect of the
Intellectual Property from any Consolidated Party does not infringe on the
rights of any Person, except for such claims and infringements that, in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect.  As of the Closing Date, none of the Intellectual Property of
the Loan Parties is subject to any licensing agreement or similar arrangement
except as set forth on Schedule 6.17.





6.18        Solvency.





The Loan
Parties are Solvent on a consolidated basis.





6.19        Investments.





All
Investments of each Consolidated Party are Permitted Investments.





6.20        Business
Locations.





Set forth
on Schedule 6.20(a)
is a list of all Real Properties located in the United States that are owned or
leased by the Loan Parties of America as of the Closing Date.  Set
forth on Schedule 6.20(b)
is a list of all locations where any tangible personal property of a Loan Party
is located as of the Closing Date.  Set forth on Schedule 6.20(c)
is the chief executive office, jurisdiction of incorporation or formation and
principal place of business of each Loan Party as of the Closing
Date.





59


6.21        Brokers'
Fees.





No
Consolidated Party has any obligation to any Person in respect of any finder's,
broker's, investment banking or other similar fee in connection with any of the
transactions contemplated under the Loan Documents.





6.22        Labor
Matters.





Except as
set forth on Schedule
6.22, there are no collective bargaining agreements or Multiemployer
Plans covering the employees of a Consolidated Party as of the Closing Date and
none of the Consolidated Parties has suffered any strikes, walkouts, work
stoppages or other material labor difficulty within the last two
years.





6.23        Nature of
Business.





As of the
Closing Date, the Consolidated Parties are engaged in the following businesses
(and other business reasonably related
thereto):  (a) manufacturing and marketing of high-performance
coatings and surfacer systems, (b) manufacturing and marketing of
filament-wound and molded fiberglass pipe and fittings, and (c) supplying
products and services used in the construction of water pipelines and
(d) supplying ready-mix concrete, crushed and sized basaltic aggregates,
dune sand, concrete pipe and box culverts.





6.24        Representations and
Warranties from Other Loan Documents.





Each of
the representations and warranties made by any of the Loan Parties in any of the
other Loan Documents is true and correct in all material respects.








ARTICLE
VII


AFFIRMATIVE
COVENANTS





So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, each Loan Party shall, and shall (except in the case of the
covenants set forth in Sections 7.01,
7.02, 7.03 and 7.11) cause each
Restricted Subsidiary to:





7.01        Financial
Statements.





Deliver
to the Administrative Agent and each Lender, in form and detail satisfactory to
the Administrative Agent or the Required Lenders:





(a)           as
soon as available, but in any event within 90 days after the end of each fiscal
year of the Borrower, a consolidated balance sheet of the Consolidated Parties
as at the end of such fiscal year, and the related consolidated statements of
income or operations, shareholders' equity and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP,
audited and accompanied by a report and opinion of an independent certified
public accountant of nationally recognized standing reasonably acceptable to the
Required Lenders, which report and opinion shall be prepared in accordance with
generally accepted auditing standards and shall not be subject to any "going
concern" or like qualification or exception or any qualification or exception as
to the scope of such audit; the delivery by the Borrower to the Administrative
Agent and each Lender of the Borrower's Form 10K for each fiscal year within the
above referenced 90 day period shall satisfy Borrower's obligations under this
Section
7.01(a);





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(b)           as
soon as available, but in any event within 45 days after the end of each of the
first three fiscal quarters of each fiscal year of the Borrower, a consolidated
balance sheet of the Consolidated Parties as at the end of such fiscal quarter,
and the related consolidated statements of income or operations and cash flows
for such fiscal quarter and for the portion of the Borrower's fiscal year then
ended, setting forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail and certified by a
Responsible Officer of the Borrower as fairly presenting in all material
respects the financial condition, results of operations, shareholders' equity
and cash flows of the Consolidated Parties in accordance with GAAP, subject only
to normal year-end audit adjustments and the absence of footnotes; the delivery
by the Borrower to the Administrative Agent and each Lender of the Borrower's
Form 10Q for each fiscal quarter within the above referenced 45 day period shall
satisfy Borrower's obligations under this Section 7.01(b);
and





(c)           if
any Unrestricted Subsidiaries exist on the last day of a fiscal quarter, as soon
as available, but in any event within 45 days (other than the fourth fiscal
quarter, in which case 90 days) after the end of such fiscal quarter of the
Borrower, a consolidating balance sheet of the Borrower and its Subsidiaries as
at the end of such fiscal quarter, and the related consolidating statements of
income or operations and cash flows for such fiscal quarter and for the portion
of the Borrower's fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting in all material respects the financial condition, results
of operations, shareholders' equity and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP.





7.02        Certificates; Other
Information.





Deliver
to the Administrative Agent and each Lender, in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders:





(a)           concurrently
with the delivery of the financial statements referred to in Section 7.01(a),
a certificate of its independent certified public accountants certifying such
financial statements and stating that in making the examination necessary
therefor no knowledge was obtained of any Default or, if any such Default shall
exist, stating the nature and status of such event; provided, however, that such
independent certified public accountant shall not be liable by reason of any
failure to obtain knowledge of any Default with respect to accounting matters
that would not customarily be disclosed in the course of their audit examination
or with respect to any matters that are not accounting matters;





(b)           concurrently
with the delivery of the financial statements referred to in Sections 7.01(a)
and (b), a duly
completed Compliance Certificate signed by a Responsible Officer of the
Borrower;





61


(c)           within
90 days after the end of each fiscal year of the Borrower, a certificate
containing information regarding the amount of all Dispositions (other than any
Excluded Disposition), Debt Issuances, Equity Issuances and Acquisitions that
occurred during the prior fiscal year.





(d)           promptly
after the same are available, (i) copies of each annual report, proxy or
financial statement or other report or communication sent to the stockholders of
the Borrower, and copies of all annual, regular, periodic and special reports
and registration statements which the Borrower may file or be required to file
with the SEC under Section 13 or 15(d) of the Securities Exchange Act of
1934 and not otherwise required to be delivered to the Administrative Agent
pursuant hereto and (ii) upon the request of the Administrative Agent, all
material reports and written information to and from the United States
Environmental Protection Agency, or any state or local agency responsible for
environmental matters, the United States Occupational Health and Safety
Administration, or any state or local agency responsible for health and safety
matters, or any successor agencies or authorities concerning environmental,
health or safety matters;





(e)           promptly
upon receipt thereof, a copy of any audit report or "management letter"
submitted by independent accountants to any Consolidated Party in connection
with any annual, interim or special audit of the books of such
Person;





(f)           promptly
after the same are available, copies of each notice, financial statement or
other report or communication sent to the Senior Noteholders and not otherwise
required to be delivered to the Administrative Agent pursuant hereto;
and





(g)           promptly,
such additional information regarding the business, financial or corporate
affairs of the Borrower or any Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent or any Lender, through the
Administrative Agent, may from time to time reasonably request.





Documents
required to be delivered pursuant to Section 7.01(a)
or (b) or Section 7.02(d)
may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower's website on the Internet at the
website address listed on Schedule 11.02;
or (ii) on which such documents are posted on the Borrower's behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that:
(i) the Borrower shall deliver paper copies of such documents to the
Administrative Agent or any Lender that requests the Borrower to deliver such
paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender and (ii) the Borrower shall
notify (which may be by facsimile or electronic mail) the Administrative Agent
and each Lender of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 7.02(b)
to the Administrative Agent and each of the Lenders.  Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.





62


7.03        Notices and
Information.





(a)           Promptly
notify the Administrative Agent and each Lender of the occurrence of any
Default.





(b)           Promptly
notify the Administrative Agent and each Lender of any matter that has resulted
or could reasonably be expected to result in a Material Adverse Effect,
including any of the following events with such
effect:  (i) breach or non-performance of, or any default under,
a Contractual Obligation of the Borrower or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws.





(c)           Promptly
notify the Administrative Agent and each Lender of the occurrence of any ERISA
Event.





(d)           Promptly
notify the Administrative Agent and each Lender of any material change in
accounting policies or financial reporting practices by the Borrower or any
Restricted Subsidiary.





(e)           Upon
the reasonable written request of the Administrative Agent following the
occurrence of any event or the discovery of any condition which the
Administrative Agent or the Required Lenders reasonably believe has caused (or
could be reasonably expected to cause) the representations and warranties set
forth in Section
6.09 to be untrue, the Loan Parties will furnish or cause to be furnished
to the Administrative Agent, at the Loan Parties' expense, a report of an
environmental assessment of reasonable scope, form and depth, (including, where
appropriate, invasive soil or groundwater sampling) by a consultant reasonably
acceptable to the Administrative Agent as to the nature and extent of the
presence of any Materials of Environmental Concern on any Mortgaged Properties
and as to the compliance by any Consolidated Party with Environmental Laws at
such Mortgaged Properties.  If the Loan Parties fail to deliver such
an environmental report within 120 days after receipt of such written request
then the Administrative Agent may arrange for same, and the Loan Parties hereby
grant to the Administrative Agent and its representatives access to the
Mortgaged Properties to reasonably undertake such an assessment (including,
where appropriate, invasive soil or groundwater sampling).  The
reasonable cost of any assessment arranged for by the Administrative Agent
pursuant to this provision will be payable by the Loan Parties on demand and
added to the obligations secured by the Collateral Documents.





(f)           At
the time of delivery of the financial statements and reports provided for in
Section 7.01(a)
and 7.01(b),
deliver to the Administrative Agent a report signed by an Responsible Officer of
the Borrower setting forth (i) a list of registration numbers for all
patents, trademarks, service marks, trade names and copyrights awarded to any
Loan Party since the last day of the immediately preceding fiscal quarter and
(ii) a list of all patent applications, trademark applications, service
mark applications, trade name applications and copyright applications submitted
by any Loan Party since the last day of the immediately preceding fiscal quarter
and the status of each such application, all in such form as shall be reasonably
satisfactory to the Administrative Agent.





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Each
notice pursuant to this Section 7.03(a)
through (e)
shall be accompanied by a statement of a Responsible Officer of the Borrower
setting forth details of the occurrence referred to therein and stating what
action the Borrower has taken and proposes to take with respect
thereto.  Each notice pursuant to Section 7.03(a)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.





7.04        Payment of
Obligations.





Pay,
discharge and/or otherwise perform prior to delinquency (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Restricted Subsidiary;
(b) all lawful claims which, if unpaid, would by law become a Lien upon its
property (other than a Permitted Lien); and (c) all Indebtedness and other
Contractual Obligations which, if unpaid or unperformed, could reasonably be
expected to have a Material Adverse Effect, but subject to any subordination
provisions contained in any instrument or agreement evidencing any such
Indebtedness.





7.05        Preservation of Existence,
Etc.





(a)           Preserve,
renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except in a
transaction permitted by Section 8.04 or
8.05;
(b) take all reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary or desirable in the normal conduct of its
business except to the extent the failure to maintain any such rights,
privileges, permits, licenses and franchises could not reasonably be expected to
result in a Material Adverse Effect; and (c) to the extent permitted under
applicable law, preserve or renew all of its material registered copyrights,
patents, trademarks, trade names and service marks.





7.06        Maintenance of
Properties.





(a)           Maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary wear
and tear and Involuntary Dispositions excepted; and (b) make all necessary
repairs thereto and renewals and replacements thereof; and (c) use the
standard of care typical in the industry in the operation and maintenance of its
facilities, in each case, except to the extent the failure to undertake any of
the actions described in the forgoing clauses (a) through (c), inclusive, could
not reasonably be expected to result in a Material Adverse Effect.





7.07        Maintenance of
Insurance.





Maintain
in full force and effect insurance (including worker's compensation insurance,
liability insurance, casualty insurance and business interruption insurance) in
such amounts, covering such risks and liabilities and with such deductibles or
self-insurance retentions as are in accordance with normal industry
practice.  The Collateral Agent shall be named as loss payee or
mortgagee, as its interest may appear, and/or additional insured with respect to
any such insurance providing coverage in respect of any Collateral, and each
provider of any such insurance shall agree, by endorsement upon the policy or
policies issued by it or by independent instruments furnished to the Collateral
Agent, that it will give the Collateral Agent thirty (30) days prior
written notice before any such policy or policies shall be altered or
canceled.





64


7.08        Compliance with
Laws.





Comply
with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is
being contested in good faith by appropriate proceedings diligently conducted;
or (b) the failure to comply therewith could not reasonably be expected to
have a Material Adverse Effect.





7.09        Books and
Records.





(a)           Maintain
in all material respects proper books of record and account, in which full, true
and correct entries in conformity with GAAP consistently applied shall be made
of all financial transactions and matters involving the assets and business of
the Borrower or such Restricted Subsidiary, as the case may be; and
(b) maintain such books of record and account in material conformity with
all applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower or such Restricted Subsidiary, as the case may
be.





7.10        Inspection
Rights.





Permit
representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at the expense of the
Administrative  Agent or the Lender, as the case may be, and at such
reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Borrower; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may reasonably do any of
the foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.  The Loan Parties agree that the
Administrative Agent, and its representatives, may conduct an annual audit of
the Collateral, at the reasonable expense of the Loan Parties.





7.11        Use of
Proceeds.





Use the
proceeds of the Credit Extensions for general corporate purposes not in
contravention of any Law or of any Loan Document.





7.12        Additional
Guarantors.





Notify
the Administrative Agent at the time that (a) any Person becomes a Domestic
Restricted Subsidiary or (b) any Subsidiary of any Loan Party guarantees
the Borrower's obligations under any Senior Note Agreement, and promptly
thereafter (and in any event within 30 days), cause such Person to
(i) become a Guarantor by executing and delivering to the Administrative
Agent a Joinder Agreement, and (ii) deliver to the Administrative Agent
documents of the types referred to in clauses (iii) and (iv) of Section 5.01(a)and favorable opinions of counsel to such Person (which shall cover,
among other things, the legality, validity, binding effect and enforceability of
the documentation referred to in clause (a)), all in form, content and
scope reasonably satisfactory to the Administrative Agent.





65


7.13        Pledged
Assets.





Each Loan
Party will (i) cause all of its owned real and personal Property other than
Excluded Property to be subject at all times to first priority, perfected and,
in the case of owned real Property, title insured Liens in favor of the
Collateral Agent to secure the Obligations pursuant to the terms and conditions
of the Collateral Documents or, with respect to any such Property acquired
subsequent to the Closing Date, such other additional security documents as the
Administrative Agent shall reasonably request, subject in any case to Permitted
Liens and (ii) deliver such other documentation as the Administrative Agent
may reasonably request in connection with the foregoing, including, without
limitation, appropriate UCC-1 financing statements, real estate title insurance
policies, landlord's waivers, certified resolutions and other organizational and
authorizing documents of such Person, favorable opinions of counsel to such
Person (which shall cover, among other things, the legality, validity, binding
effect and enforceability of the documentation referred to above and the
perfection of the Collateral Agent's Liens thereunder) and other items of the
types required to be delivered pursuant to Section 5.01(c)
and (d), all in
form, content and scope reasonably satisfactory to the Administrative
Agent.  Without limiting the generality of the above, the Loan Parties
will cause (A) 100% of the issued and outstanding Capital Stock of each
direct Domestic Subsidiary of a Loan Party and (B) 65% (or such greater
percentage that, due to a change in an applicable Law after the date hereof,
(1) could not reasonably be expected to cause the undistributed earnings of
such Foreign Subsidiary as determined for United States federal income tax
purposes to be treated as a deemed dividend to such Foreign Subsidiary's United
States parent and (2) could not reasonably be expected to cause any
material adverse tax consequences) of the issued and outstanding Capital Stock
entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
and 100% of the issued and outstanding Capital Stock not entitled to vote
(within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign
Subsidiary directly owned by the Borrower or any Domestic Restricted Subsidiary
to be subject at all times to a first priority, perfected Lien in favor of the
Collateral Agent (it being recognized that perfection actions need only be taken
in foreign countries as set forth in Section 7.14 hereof)
pursuant to the terms and conditions of the Collateral Documents or such other
security documents as the Administrative Agent shall reasonably
request.





7.14        Further
Assurances.





Within
ninety (90) days following the Closing Date (or such later date as the
Administrative Agent may determine in its reasonable discretion), the Loan
Parties shall deliver to the Collateral Agent pledge agreements (or similar
documents) governed by the laws of the respective jurisdictions of organization
of the following Foreign Restricted Subsidiaries, together with a legal opinion
of special foreign counsel for such jurisdiction:  Ameron (Pte.) Ltd.,
Ameron B.V., Ameron (Australia) PTY Limited, Ameron Holdings (NZ) Limited and
Ameron UK Limited.  All such documents shall be in form and substance
reasonably satisfactory to the Administrative Agent.





66





ARTICLE
VIII


NEGATIVE
COVENANTS





So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, no Loan Party shall, nor shall it permit any Restricted
Subsidiary to, directly or indirectly:





8.01        Liens.





Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the
following:





(a)           Liens
pursuant to any Loan Document;





(b)           Liens
existing on the date hereof and listed on Schedule 8.01
and any renewals or extensions thereof, provided that the
property covered thereby is not increased and any renewal or extension of the
obligations secured or benefited thereby is permitted by Section 8.03(b);





(c)           Liens
(other than Liens imposed under ERISA) for taxes, assessments or governmental
charges or levies not yet delinquent or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;





(d)           statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
and suppliers and other Liens imposed by law or pursuant to customary
reservations or retentions of title arising in the ordinary course of business,
provided that
such Liens secure only amounts not yet delinquent and no other action has been
taken to enforce the same or are being contested in good faith by appropriate
proceedings for which adequate reserves determined in accordance with GAAP have
been established;





(e)           pledges
or deposits in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other social security legislation,
other than any Lien imposed by ERISA;





(f)           deposits
to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety bonds (other than bonds related to
judgments or litigation), performance bonds and other obligations of a like
nature incurred in the ordinary course of business;





(g)           easements,
rights-of-way, restrictions and other similar encumbrances affecting real
property which do not, in the aggregate, materially detract from the value of
the property subject thereto, materially interfere with the ordinary conduct of
the business of the applicable Person or impair the operation of such property
for the purposes for which it is or may reasonably be expected to be
used;





67


(h)           Liens
securing judgments for the payment of money not constituting an Event of Default
under Section 9.01(h)
or securing appeal or other surety bonds related to such judgments;





(i)           
Liens securing Indebtedness permitted under Section 8.03(e);
provided that
(i) such Liens do not at any time encumber any Property other than the
Property financed by such Indebtedness, (ii) the Indebtedness secured
thereby does not exceed the cost of the Property being acquired on the date of
acquisition and (iii) such Liens attach to such Property concurrently with
or within 180 days after the acquisition thereof;





(j)           
leases or subleases granted to others not interfering in any material respect
with the business of any Consolidated Party;





(k)           any
interest of title of a lessor under, and Liens arising from UCC financing
statements (or equivalent filings, registrations or agreements in foreign
jurisdictions) relating to, leases permitted by this Agreement;





(l)           
Liens deemed to exist in connection with Investments in repurchase agreements
permitted under Section 8.02;





(m)          normal
and customary rights of setoff upon deposits of cash in favor of banks or other
depository institutions;





(n)           Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial
Code on items in the course of collection;





(o)           Liens
on assets of Foreign Restricted Subsidiaries securing Indebtedness permitted
under Section 8.03(h);





(p)           Liens
securing Indebtedness permitted under Section 8.03(i);
provided that
such Liens do not at any time encumber any Property other than the Property
financed by such Indebtedness; and





(q)           Liens
on Property not constituting Collateral securing Indebtedness permitted under
Section 8.03(k).





8.02        Investments.





Make any
Investments, except:





(a)           Investments
held by the Borrower or such Restricted Subsidiary in the form of Cash
Equivalents;





(b)          Investments
existing as of the Closing Date and set forth in Schedule 8.02;





68


(c)           Investments
consisting of advances or loans to directors, officers, employees, agents,
customers or suppliers in an aggregate principal amount (including Investments
of such type set forth in Schedule 8.02)
not to exceed $1,000,000 at any time outstanding;





(d)          (i)
Investments in any Person that is a Loan Party prior to giving effect to such
Investment and (ii) Investments made in connection with the formation of (but
not the Acquisition of) a new Guarantor, so long as the Loan Parties have
complied with Sections
7.12 and 7.13:





(e)           Investments
consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss;





(f)           Guarantees
permitted by Section 8.03;





(g)          Investments
consisting of an Acquisition by the Borrower or any Restricted Subsidiary of the
Borrower, provided that
(i) the Property acquired (or the Property of the Person acquired) in such
Acquisition is used or useful in the same or a similar line of business as the
Borrower and its Restricted Subsidiaries were engaged in on the Closing Date (or
any reasonable extensions or expansions thereof), (ii) the Collateral Agent
shall have received (to the extent then required to be delivered) all items in
respect of the Capital Stock or Property acquired in such Acquisition required
to be delivered by the terms of Section 7.12
and/or Section 7.13,
(iii) in the case of an Acquisition of the Capital Stock of another Person,
the board of directors (or other comparable governing body) of such other Person
shall have duly approved such Acquisition, (iv) immediately prior to, and
after giving effect to such Acquisition, no Default or Event of Default shall
exist, (v) the representations and warranties made by the Loan Parties in
any Loan Document shall be true and correct in all material respects at and as
if made as of the date of such Acquisition (after giving effect thereto) except
to the extent such representations and warranties expressly relate to an earlier
date, (vi) after giving effect to such Acquisition, there shall be at least
$25,000,000 of availability existing under the Aggregate Revolving Commitments
and (vii) the aggregate consideration (including cash and non-cash
consideration, any assumption of Indebtedness and any earn-out payments, but
excluding consideration consisting of any Capital Stock of the Borrower issued
to the seller of the Capital Stock or Property acquired in such Acquisition)
paid by the Consolidated Parties for all such Acquisitions occurring during any
period of twelve consecutive months shall not exceed $25,000,000;





(h)          Investments
in life insurance policies maintained for the benefit of members of the
executive management of the Borrower;





(i)           Investments
in Unrestricted Subsidiaries in an amount not to exceed $5,000,000 in the
aggregate at any time outstanding; or





69


(j)           Investments of a
nature not otherwise contemplated in this Section 8.02 in an
amount not to exceed $15,000,000 in the aggregate at any time
outstanding.





8.03        Indebtedness.





Create,
incur, assume or suffer to exist any Indebtedness, except:





(a)           Indebtedness
under the Loan Documents;





(b)          Indebtedness
of the Borrower and its Restricted Subsidiaries set forth in Schedule 8.03
(and renewals, refinancings and extensions thereof; provided that if such
Indebtedness was previously unsecured, such renewed, refinanced or extended
Indebtedness shall also be unsecured unless the Liens securing such Indebtedness
are otherwise permitted by Section
8.01);





(c)           intercompany
Indebtedness arising from loans, advances and Guaranty Obligations permitted
under this Section 8.02;





(d)          obligations
(contingent or otherwise) of the Borrower or any Restricted Subsidiary existing
or arising under any Swap Contract, provided that
(i) such obligations are (or were) entered into by such Person in the
ordinary course of business for the purpose of directly mitigating risks
associated with liabilities, commitments, investments, assets, or property held
or reasonably anticipated by such Person, or changes in the value of securities
issued by such Person, and not for purposes of speculation or taking a "market
view;" and (ii) such Swap Contract does not contain any provision
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party;





(e)           purchase
money Indebtedness (including obligations in respect of Capital Leases or
Synthetic Lease Obligations) hereafter incurred by the Borrower or any of its
Restricted Subsidiaries to finance the purchase of fixed assets and any
refinancings thereof, provided that
(i) the sum of (A) all such Indebtedness for all such Persons taken
together plus (B) all Indebtedness outstanding pursuant to Section 8.03(i) shall
not exceed an aggregate principal amount of $20,000,000 at any one time
outstanding; (ii) such Indebtedness when incurred shall not exceed the
purchase price of the asset(s) financed; and (iii) no such Indebtedness
shall be refinanced for a principal amount in excess of the principal balance
outstanding thereon at the time of such refinancing;





(f)           Indebtedness
arising under the 1996 Note Purchase Agreement and the Senior Notes issued
thereunder;





(g)          Indebtedness
arising under the 2003 Note Purchase Agreement and the Senior Notes issued
thereunder;





70


(h)          Indebtedness
of Foreign Restricted Subsidiaries not to exceed an aggregate principal amount
of $10,000,000 at any one time outstanding;





(i)           Indebtedness
of the type described in Section 8.03(e)
(including obligations in respect of Capital Leases or Synthetic Lease
Obligations) hereafter assumed or acquired by the Borrower or any of its
Restricted Subsidiaries in connection with an Acquisition permitted by Section 8.02(g)) and
any refinancings thereof, provided that
(i) the sum of (A) all such Indebtedness for all such Persons taken
together plus (B) all Indebtedness outstanding pursuant to Section 8.03(e) shall
not exceed an aggregate principal amount of $20,000,000 at any one time
outstanding; and (ii) no such Indebtedness shall be refinanced for a
principal amount in excess of the principal balance outstanding thereon at the
time of such refinancing;





(j)           unsecured
Indebtedness not to exceed an aggregate principal amount of $15,000,000 at any
one time outstanding; and





(k)          other
Indebtedness so long as the sum of (i) the aggregate principal amount of all
such Indebtedness for all such Persons taken together plus (ii) the fair market
value of all property subject to Sale and Leaseback Transactions where the
underlying lease is an Operating Lease does not exceed $10,000,000 at any one
time outstanding.





8.04        Fundamental
Changes.





Except in
connection with a Disposition permitted by Section 8.05, merge,
dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person; provided that, notwithstanding the foregoing provisions of this
Section 8.04 but
subject to the terms of Sections 7.12
and 7.13,
(a) the Borrower may merge or consolidate with any of its Restricted
Subsidiaries provided that the Borrower shall be the continuing or surviving
corporation, (b) any Loan Party other than the Borrower may merge or
consolidate with any other Loan Party other than the Borrower, (c) any
Consolidated Party which is not a Loan Party may be merged or consolidated with
or into any Loan Party provided that such Loan Party shall be the continuing or
surviving corporation, (d) any Consolidated Party which is not a Loan Party
may be merged or consolidated with or into any other Consolidated Party which is
not a Loan Party, (e) any Restricted Subsidiary of the Borrower may merge
with any Person that is not a Loan Party in connection with a Disposition
permitted under Section 8.05,
(f) the Borrower or any Restricted Subsidiary of the Borrower may merge
with any Person other than a Consolidated Party in connection with a an
Acquisition by the Borrower or any Restricted Subsidiary of the Borrower
permitted pursuant to the terms of Section 8.02(g)
provided that, if such transaction involves the Borrower, the Borrower shall be
the continuing or surviving corporation and (g) any Wholly Owned Subsidiary
of the Borrower may dissolve, liquidate or wind up its affairs at any time
provided that such dissolution, liquidation or winding up, as applicable, could
not reasonably be expected to have a Material Adverse Effect.





8.05        Dispositions.





Make any
Disposition other than an Excluded Disposition unless (a) subject to the
second sentence of this Section 8.05, at
least 80% of the consideration paid in connection therewith shall be cash or
Cash Equivalents and shall be in an amount not less than the fair market value
of the Property disposed of, (b) if such transaction is a Sale and
Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.16,
(c) such transaction does not involve the sale or other disposition of a
minority equity interest in any Consolidated Party, (d) such transaction
does not involve a sale or other disposition of receivables other than
receivables owned by or attributable to other Property concurrently being
disposed of in a transaction otherwise permitted under this Section 8.05,
(e) the aggregate net book value of all of the assets sold or otherwise
disposed of by the Consolidated Parties in all such transactions during any
period of twelve consecutive months shall not exceed $15,000,000, and
(f) no later than five (5) Business Days prior to such Disposition,
the Borrower shall have delivered to the Administrative Agent a certificate of a
Responsible Officer of the Borrower specifying the anticipated date of such
Disposition, briefly describing the assets to be sold or otherwise disposed of
and setting forth the net book value of such assets and the aggregate
consideration to be received for such assets in connection with such
Disposition.  Notwithstanding clause (a) of the preceding sentence,
the Borrower and its Restricted Subsidiaries may make Dispositions that are not
subject to such clause (a) so long as (i) the consideration paid in connection
with any such Disposition does not exceed $5,000,000,  (ii) the
aggregate consideration that is not cash or Cash Equivalents for all such
Dispositions (which consideration has not, subsequent to the date of such
Disposition, been converted into cash or Cash Equivalents) does not exceed
$5,000,000 and (iii) such Disposition otherwise complies with this Section
8.05.





71


8.06        Restricted
Payments.





Declare
or make, directly or indirectly, any Restricted Payment except
that:





(a)           each Restricted Subsidiary may make
Restricted Payments (directly
or indirectly)to any Loan Party;





(b)           the
Borrower and each Restricted Subsidiary may declare and make dividend payments
or other distributions payable solely in the Capital Stock of such Person;
and





(c)           the
Borrower may make other Restricted Payments so long as immediately before and
after giving effect thereto, no Default shall exist.





8.07        Change in Nature of
Business.





Engage in
any material line of business substantially different from those lines of
business conducted by the Borrower and its Restricted Subsidiaries on the date
hereof or any business substantially related or incidental thereto.





8.08        Transactions with Affiliates
and Insiders.





Enter
into or permit to exist any transaction or series of transactions with any
officer, director or Affiliate of such Person other than (a) intercompany
transactions expressly permitted by Section 8.02,
Section 8.03,
Section 8.04 or
Section 8.05,
(b) transactions expressly permitted by Section 8.02(c)
and (h) or
Section 8.06,
(c) normal compensation and reimbursement of expenses of and indemnities of
officers and directors and (d) except as otherwise specifically limited in
this Agreement, other transactions which are entered into in the ordinary course
of such Person's business on terms and conditions substantially as favorable (or
more favorable) to such Person as would be obtainable by it in a comparable
arms-length transaction with a Person other than an officer, director or
Affiliate.





72


8.09        Burdensome
Agreements.





Enter
into any Contractual Obligation that encumbers or restricts on the ability of
any such Person to (i) pay dividends or make any other distributions to any
Loan Party on its Capital Stock or with respect to any other interest or
participation in, or measured by, its profits, (ii) pay any Indebtedness or
other obligation owed to any Loan Party, (iii) make loans or advances to
any Loan Party, (iv) sell, lease or transfer any of its Property to any
Loan Party or (v) except in respect of any Consolidated Party which is not
a Loan Party, (A) pledge its Property (other than Excluded Property)
pursuant to the Loan Documents or any renewals, refinancings, exchanges,
refundings or extension thereof or (B) act as a Loan Party pursuant to the
Loan Documents or any renewals, refinancings, exchanges, refundings or extension
thereof, except (in respect of any of the matters referred to in
clauses (i)-(v)(A) above) for (1) this Agreement and the other Loan
Documents, (2) the Senior Note Agreements and the Senior Notes, in each
case as in effect as of the Closing Date, (3) any document or instrument
governing Indebtedness incurred pursuant to Section 8.03(e)
or 8.03(i),
provided that
any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (4) any Permitted Lien or
any document or instrument governing any Permitted Lien, provided that any
such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien, (5) customary restrictions and conditions contained
in any agreement relating to the sale of any Property permitted under Section 8.05
pending the consummation of such sale, (6) customary restrictions on
transferability set forth in real property leaseholds, or (7) customary
provisions restricting assignment of any Contractual Obligations entered into by
the any Consolidated Party in the ordinary course of business.





8.10        Use of
Proceeds.





Use the
proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB), except for Restricted
Payments resulting in the retirement of Capital Stock of the Borrower, or to
extend credit to others for the purpose of purchasing or carrying margin stock
or to refund Indebtedness originally incurred for such purpose.





8.11        Financial
Covenants.





(a)           Consolidated Leverage
Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal
quarter of the Borrower to be greater than the ratio set forth below opposite
such fiscal quarter:





Calendar
      year/
                fiscal
      quarter end
              February
      28
              May
      31
              August
      31
              November
      302002
              N/A
              N/A
              N/A
              3.00
      to 1.02003
              3.00
      to 1.0
              3.00
      to 1.0
              3.00
      to 1.0
              3.00
      to 1.02004
              2.75
      to 1.0
              2.75
      to 1.0
              2.75
      to 1.0
              2.75
      to 1.0thereafter
              2.50
      to 1.0
              2.50
      to 1.0
              2.50
      to 1.0
              2.50
      to 1.0





(b)           Consolidated Tangible Net
Worth.  Permit Consolidated Tangible Net Worth as of the end of
any fiscal quarter of the Borrower to be less than the sum of $181,470,000,
increased on a cumulative basis as of the end of each fiscal quarter of the
Borrower, commencing with the fiscal quarter ending February
28, 2003by an amount equal to the sum of (i) 50% of Consolidated
Net Income (to the extent positive) for the fiscal quarter ended
subsequent to the Closing Dateand (ii) 75% of net cash proceeds from
Equity Issuances occurring subsequent to the
Closing Date.





73





(c)           Consolidated Tangible Assets
Coverage Ratio.  Permit the Consolidated Tangible Assets
Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less
than 1.0 to 1.0.





(d)           Consolidated Fixed Charge
Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage
Ratio as of the end of any fiscal quarter of the Borrower for the four fiscal
quarter period
ending on such date, to be less than 1.50 to 1.0.




8.12        Capital
Expenditures.





Permit
Consolidated Capital Expenditures for any fiscal year of the Borrower to exceed
$30,000,000, plus the unused amount available for Consolidated Capital
Expenditures under this Section 8.12 for the
immediately preceding fiscal year (excluding any carry forward available from
any prior fiscal year).





8.13        Prepayment of Other
Indebtedness, Etc.





Permit
any Consolidated Party to (a) amend or modify any of the terms of any
Indebtedness of such Consolidated Party if such amendment or modification would
add or change terms in a manner, when taken together with all other amendments
or modifications made in connection therewith, materially adverse to such
Consolidated Party or to the Lenders, or shorten the final maturity or average
life to maturity or require any payment to be made sooner than originally
scheduled or increase the interest rate applicable thereto, (b) with
respect to Indebtedness other than the Senior Notes, if any Default has occurred
and is continuing or would directly or indirectly result therefrom, make (or
give any notice with respect thereto) any voluntary or optional payment or
prepayment or redemption or acquisition for value of (including without
limitation, by way of depositing money or securities with the trustee with
respect thereto before due for the purpose of paying when due), refund,
refinance or exchange of any such Indebtedness of such Consolidated Party
or(c) make (or
give any notice with respect thereto) any voluntary or optional payment or
prepayment or redemption or acquisition for value of (including without
limitation, by way of depositing money or securities with the trustee with
respect thereto before due for the purpose of paying when due), refund,
refinance or exchange of any of the Senior Notes unless (i) no Default has
occurred and is continuing or would directly or indirectly result therefrom,
(ii) the Consolidated Leverage Ratio as of the end of the most recently ended
fiscal quarter of the Borrower (as reported in the Compliance Certificate
delivered by the Borrower) is less than 2.0 to 1.0 and (iii) no Loans are
outstanding at such time.





74


8.14        Organization Documents;
Fiscal Year.





Permit
any Consolidated Party to (a) amend, modify or change its Organization
Documents in a manner adverse to the rights of the Lenders or (b) change
its fiscal year.





8.15        Ownership of
Subsidiaries.





Notwithstanding
any other provisions of this Agreement to the contrary, permit any Consolidated
Party to (i) permit any Person (other than the Borrower or any Wholly Owned
Subsidiary of the Borrower) to own any Capital Stock of any Restricted
Subsidiary of the Borrower, except (A) to qualify directors where required
by applicable law or to satisfy other requirements of applicable law with
respect to the ownership of Capital Stock of Foreign Restricted Subsidiaries or
(B) as a result of or in connection with a dissolution, merger,
consolidation or disposition of a Restricted Subsidiary not prohibited by Section 8.04 or
Section 8.05,
(ii) permit any Restricted Subsidiary of the Borrower to issue or have
outstanding any shares of preferred Capital Stock or (iii) permit, create,
incur, assume or suffer to exist any Lien on any Capital Stock of any Restricted
Subsidiary of the Borrower, except for Permitted Liens.





8.16        Sale
Leasebacks.





Permit
any Consolidated Party to enter into any Sale and Leaseback Transaction,
unless(a) if the
underlying lease is a Capital Lease, the Indebtedness is permitted by Section 8.03and the Disposition is
permitted by Section
8.05 or (b) if the underlying lease is an Operating Lease, the sum of (i)
all Indebtedness outstanding pursuant to Section 8.03(j) plus
(ii) the fair market value of all property subject to Sale and Leaseback
Transactions where the underlying lease is an Operating Lease does not exceed
$10,000,000 at any one time outstanding.








ARTICLE
IX


EVENTS
OF DEFAULT AND REMEDIES





9.01        Events of
Default.





Any of
the following shall constitute an Event of Default:





(a)           Non-Payment.  The
Borrower or any other Loan Party fails to pay (i) when and as required to
be paid herein, any amount of principal of any Loan or any L/C Obligation, or
(ii) within three days after the same becomes due, any interest on any Loan
or on any L/C Obligation, any commitment or other fee due hereunder or any other
amount payable hereunder or under any other Loan Document; or





(b)           Specific
Covenants.  (i) The Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 7.05 (as
to the existence of the Borrower), 7.11, 7.12 or 7.13 or Article VIII;
or





(ii) The
Borrower fails to perform or observe any term, covenant or agreement contained
in any of Section 7.01,
7.02 or 7.03 and such failure
shall continue unremedied for a period of at least 5 days after the first to
occur of (A) a Responsible Officer of the Borrower obtaining knowledge or (B)
the Borrower's receipt of notice from the Administrative Agent of such failure;
or





75


(c)           Other
Defaults.  Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 daysafter the first to occur
of (A) a Responsible Officer of the Borrower obtaining knowledge or (B) the
Borrower's receipt of notice from the Administrative Agent of such failure;
or





(d)           Representations and
Warranties.  Any representation, warranty or certification made
or deemed made by or on behalf of the Borrower or any other Loan Party herein,
in any other Loan Document, or in any document delivered in connection herewith
or therewith shall be incorrect or misleading in any material respect when made
or deemed made; or





(e)           Cross-Default.  (i) The
Borrower or any Restricted Subsidiary (A) fails to make any payment when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise, but after giving effect to any grace period provided therefor) in
respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts or evidenced by the Senior Notes) having an
aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than the Threshold Amount, or (B) fails to observe or
perform any other agreement or condition relating to any such Indebtedness or
Guarantee or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs (other than an event giving rise to
customary mandatory prepayment provisions (such as asset sales, equity sales,
cash flow sweeps or casualty recoveries)), the effect of which default or other
event is to cause, or to permit the holder or holders of such Indebtedness or
the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause, with
the giving of notice if required, such Indebtedness to be demanded or to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or
(ii) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which the Borrower or any Restricted Subsidiary
is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the
Borrower or any Restricted Subsidiary is an Affected Party (as so defined) and,
in either event, the Swap Termination Value owed by the Borrower or such
Restricted Subsidiary as a result thereof is greater than the Threshold Amount;
or





(f)           Insolvency Proceedings,
Etc.  Any Loan Party or any of itsRestricted Subsidiaries
that are not Loan Parties institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit
of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer
for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or





76


(g)           Inability to Pay Debts;
Attachment.  (i) The Borrower or any Restricted Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or
execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or





(h)           Judgments.  There
is entered against the Borrower or any Restricted Subsidiary (i) any one or
more final judgments or orders for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a
period of 30 consecutive days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect;
or





(i)           ERISA.  (i) An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of the
Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
the PBGC in an aggregate amount in excess of the Threshold Amount, or
(ii) the Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount;
or





(j)           Invalidity of Loan
Documents; Guarantees.  (i) Any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly
permitted hereunder or satisfaction in full of all the Obligations, ceases to be
in full force and effect; or any Loan Party or any other Person contests in any
manner the validity or enforceability of any Loan Document; or any Loan Party
denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document; or
(ii) except as the result of or in connection with a dissolution, merger or
disposition of a Restricted Subsidiary not prohibited by Section 8.04 or
Section 8.05,
the Guaranty given by any Guarantor hereunder or any provision thereof shall
cease to be in full force and effect, or any Guarantor hereunder or any Person
acting by or on behalf of such Guarantor shall deny or disaffirm such
Guarantor's obligations under its Guaranty, or any Guarantor shall default in
the due performance or observance of any term, covenant or agreement on its part
to be performed or observed pursuant to its Guaranty; or





(k)           Senior Note
Agreements.  There shall occur and be continuing any "Event of
Default" (or any comparable term) under, and as defined in, any Senior Note
Agreement; or





(l)           Change of
Control.  There occurs any Change of Control.





77


9.02        Remedies Upon Event of
Default.





If any
Event of Default occurs and is continuing, the Administrative Agent shall, at
the request of, or may, with the consent of, the Required Lenders, take any or
all of the following actions:





(a)           declare
the commitment of each Lender to make Loans and any obligation of each L/C
Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;





(b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower;





(c)           require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and





(d)           exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable law;





provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States, the obligation
of each Lender to make Loans and any obligation of each L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.





9.03        Application of
Funds.





Subject
to the terms of the Intercreditor Agreement, after the acceleration of the
Obligations as provided for in Section 9.02(b)
(or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the proviso to Section 9.02),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:





First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including Attorney Costs and amounts payable under Article III)
payable to the Administrative Agent in its capacity as such;





Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal and interest) payable to the Lenders (including Attorney
Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second payable to
them;





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Third, to payment of
that portion of the Obligations constituting accrued and unpaid interest on the
Loans and L/C Borrowings, ratably among the Lenders in proportion to the
respective amounts described in this clause Third payable to
them;





Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans, L/C
Borrowings and Swap Contracts between any Loan Party and any Lender of Affiliate
of any Lender and to Cash Collateralize the undrawn amounts of Letters of
Credit, ratably among the Lenders in proportion to the respective amounts
described in this clause Fourth held by
them;





Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Law.





Subject
to Section 2.03(c),
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of
Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.








ARTICLE
X


ADMINISTRATIVE
AGENT





10.01      Appointment and
Authorization of Administrative Agent.





(a)           Each
Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary contained
elsewhere herein or in any other Loan Document, the Administrative Agent shall
not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.  Without limiting the generality of the
foregoing sentence, the use of the term "agent" herein and in the other Loan
Documents with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law.  Instead, such term is used merely as
a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting
parties.





(b)           Each
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and such L/C Issuer
shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article X with
respect to any acts taken or omissions suffered by such L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the
applications and agreements for letters of credit pertaining to such Letters of
Credit as fully as if the term "Administrative Agent" as used in this Article X and in
the definition of "Agent-Related Person" included such L/C Issuer with respect
to such acts or omissions, and (ii) as additionally provided herein with
respect to the L/C Issuers.





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10.02      Delegation of
Duties.





The
Administrative Agent may execute any of its duties under this Agreement or any
other Loan Document by or through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties.  The Administrative
Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct.





10.03      Liability of Administrative
Agent.





No
Agent-Related Person shall (a) be liable for any action taken or omitted to
be taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct in connection with its duties expressly set
forth herein), or (b) be responsible in any manner to any Lender or
participant for any recital, statement, representation or warranty made by any
Loan Party or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of any Loan Party or any other party
to any Loan Document to perform its obligations hereunder or
thereunder.  No Agent-Related Person shall be under any obligation to
any Lender or participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party or any Affiliate thereof.





10.04      Reliance by Administrative
Agent.





(a)           The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution, representation,
notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, electronic mail message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by the Administrative Agent.  The
Administrative Agent shall be fully justified in failing or refusing to take any
action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.  The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Required Lenders (or such greater number of Lenders as
may be expressly required hereby in any instance) and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders.





(b)           For
purposes of determining compliance with the conditions specified in Section 5.01,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.





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10.05      Notice of
Default.





The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the Administrative Agent for
the account of the Lenders, unless the Administrative Agent shall have received
written notice from a Lender or the Borrower referring to this Agreement,
describing such Default and stating that such notice is a "notice of
default."  The Administrative Agent will notify the Lenders of its
receipt of any such notice.  The Administrative Agent shall take such
action with respect to such Default as may be directed by the Required Lenders
in accordance with Article IX;
provided, however, that unless
and until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable or in the best interest of the Lenders.





10.06      Credit Decision; Disclosure
of Information by Administrative Agent.





Each
Lender acknowledges that no Agent-Related Person has made any representation or
warranty to it, and that no act by the Administrative Agent hereafter taken,
including any consent to and acceptance of any assignment or review of the
affairs of any Loan Party or any Affiliate thereof, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession.  Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder.  Each Lender also
represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower and the other Loan
Parties.  Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent herein, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of any
of the Loan Parties or any of their respective Affiliates which may come into
the possession of any Agent-Related Person.





10.07      Indemnification of
Administrative Agent.





Whether
or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand each Agent-Related Person (to the extent not reimbursed by
or on behalf of any Loan Party and without limiting the obligation of any Loan
Party to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however, that no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
provided, however, that no
action taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of this
Section.  Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower.  The undertaking in this Section shall survive
termination of the Aggregate Revolving Commitments, the payment of all other
Obligations and the resignation of the Administrative Agent.





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10.08      Administrative Agent in its
Individual Capacity.





Bank of
America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with each of the Loan Parties and their respective Affiliates as though
Bank of America were not the Administrative Agent or an L/C Issuer hereunder and
without notice to or consent of the Lenders.  The Lenders acknowledge
that, pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Loan Party or its Affiliates (including information
that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Administrative Agent shall be under
no obligation to provide such information to them.  With respect to
its Loans, Bank of America shall have the same rights and powers under this
Agreement as any other Lender and may exercise such rights and powers as though
it were not the Administrative Agent or an L/C Issuer, and the terms "Lender"
and "Lenders" include Bank of America in its individual capacity.





10.09      Successor Administrative
Agent.





The
Administrative Agent may resign as Administrative Agent upon 30 days' notice to
the Lenders; provided that any such resignation by Bank of America shall also
constitute its resignation as an L/C Issuer.  If the Administrative
Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor administrative agent for the Lenders, which
successor administrative agent shall be consented to by the Borrower at all
times other than during the existence of an Event of Default (which consent of
the Borrower shall not be unreasonably withheld or delayed).  If no
successor administrative agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders and the Borrower, a successor administrative
agent from among the Lenders.  Upon the acceptance of its appointment
as successor administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent, L/C Issuer and the respective terms
"Administrative Agent" and "L/C Issuer" shall mean such successor administrative
agent and Letter of Credit issuer, and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated and
the retiring L/C Issuer's rights, powers and duties as such shall be terminated,
without any other or further act or deed on the part of such retiring L/C Issuer
or any other Lender, other than the obligation of the successor L/C Issuer to
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or to make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.  After
any retiring Administrative Agent's resignation hereunder as Administrative
Agent, the provisions of this Article X and
Sections 11.04
and 11.05 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement.  If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.





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10.10      Administrative Agent
May File Proofs of Claim.





In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or
otherwise





(a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Sections 2.03(i)
and (j), 2.08 and 11.04) allowed in
such judicial proceeding; and





(b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;





and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.08
and 11.04.





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





10.11      Collateral and Guaranty
Matters.





The
Lenders irrevocably authorize the Administrative Agent, at its option and in its
discretion,





83


(a)           to
instruct the Collateral Agent to release any Lien on any property granted to or
held by the Collateral Agent under any Loan Document (i) upon termination
of the Aggregate Revolving Commitments and payment in full of all Obligations
(other than contingent indemnification obligations) and the expiration or
termination of all Letters of Credit (or the Cash Collateralization thereof),
(ii) that is transferred or to be transferred as part of or in connection
with any Disposition permitted hereunder or under any other Loan Document, or
(iii) subject to Section 11.01,
if approved, authorized or ratified in writing by the Required
Lenders;





(b)           to
subordinate any Lien on any Property granted to or held by the Collateral Agent
under any Loan Document to the holder of any Lien on such Property that is
permitted by Section 8.01(i);





(c)           to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Restricted Subsidiary as a result of a transaction permitted
hereunder; and





(d)           to
release any Lien on any property in which a Loan Party had no interest at the
time the security interest was granted or at any time thereafter.





Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release or
subordinate the Collateral Agent's interest in particular types or items of
Property, or to release any Guarantor from its obligations under the Guaranty
pursuant to this Section 10.11.





10.12      Other Agents; Arrangers and
Managers.





None of
the Lenders or other Persons identified on the facing page or signature pages of
this Agreement as a "syndication agent," "documentation agent," "co-agent,"
"book manager," "lead manager," "arranger," "lead arranger" or "co-arranger"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than, in the case of such Lenders, those applicable to all
Lenders as such.  Without limiting the foregoing, none of the Lenders
or other Persons so identified shall have or be deemed to have any fiduciary
relationship with any Lender.  Each Lender acknowledges that it has
not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.








ARTICLE
XI


MISCELLANEOUS





11.01      Amendments,
Etc.





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





84


(a)           extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 9.02)
without the written consent of such Lender (it being understood and agreed that
a waiver of any condition precedent set forth in Section 5.02 or
of any Default or Event of Default or mandatory reduction in the Commitments
shall not constitute a change in the terms of any Commitment of any
Lender);





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





(c)           reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or any fees or other amounts payable hereunder or under any other
Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only
the consent of the Required Lenders shall be necessary to amend the definition
of "Default Rate" or to waive any obligation of the Borrower to pay interest at
the Default Rate;





(d)           change
Section 2.12 or
Section 9.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;





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





(f)           except
as the result of or in connection with a Disposition not prohibited by Section 8.05,
release all or substantially all of the Collateral without the written consent
of each Lender;





(g)           except
as the result of or in connection with a dissolution, merger or disposition of a
Loan Party not prohibited by Section 8.04 or
Section 8.05,
release the Borrower or substantially all of the other Loan Parties from its or
their obligations under the Loan Documents without the written consent of each
Lender; or





(h)           amend
the definition of "Permitted Foreign Currency";





and,
provided further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by
the L/C Issuers in addition to the Lenders required above, affect the rights or
duties of the L/C Issuers under this Agreement or any Letter of Credit
Application relating to any Letter of Credit issued or to be issued by them;
(ii) no amendment, waiver or consent shall, unless in writing and signed by
the Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties
thereto.





85


Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.





Notwithstanding
the fact that the consent of all the Lenders is required in certain
circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c)
of the Bankruptcy Code supersedes the unanimous consent provisions set forth
herein and (y) the Required Lenders shall determine whether or not to allow
a Loan Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding and such determination shall be binding on all of the
Lenders.





11.02      Notices and Other
Communications; Facsimile Copies.





(a)           General.  Unless
otherwise expressly provided herein, all notices and other communications
provided for hereunder shall be in writing (including by facsimile
transmission).  All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or (subject to
subsection (c) below) electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:





(i)           if
to the Borrower, the Administrative Agent or Bank of America in its capacity as
an L/C Issuer, to the address, facsimile number, electronic mail address or
telephone number specified for such Person on Schedule 11.02
or to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties;
and





(ii)           if
to any other Lender or any other L/C Issuer, to the address, facsimile number,
electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail
address or telephone number as shall be designated by such party in a notice to
the Borrower, the Administrative Agent and the L/C Issuers.





All such
notices and other communications shall be deemed to be given or made upon the
earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail,upon actual receipt by
the relevant party thereto or, if sent by registered or certified mail, four
Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed by telephone; and
(D) if delivered by electronic mail (which form of delivery is subject to
the provisions of subsection (c) below), when delivered; provided, however, that notices
and other communications to the Administrative Agent and an L/C Issuer pursuant
to Article II shall
not be effective until actually received by such Person.  In no event
shall a voicemail message be effective as a notice, communication or
confirmation hereunder.





(b)           Effectiveness of Facsimile
Documents and Signatures.  Loan Documents may be transmitted
and/or signed by facsimile.  The effectiveness of any such documents
and signatures shall, subject to applicable Law, have the same force and effect
as manually-signed originals and shall be binding on all Loan Parties, the
Administrative Agent and the Lenders.  The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.





86


(c)           Limited Use of Electronic
Mail.  Electronic mail and Internet and intranet websites may
be used only to distribute routine communications, such as financial statements
and other information as provided in Section 7.02,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose.





(d)           Reliance by Administrative
Agent and Lenders.  The Administrative Agent and the Lenders
shall be entitled to rely and act upon any notices (including telephonic Loan
Notices) purportedly given by or on behalf of the 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 Borrower shall indemnify each Agent-Related
Person and each Lender from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Borrower except to the extent resulting from the gross
negligence or willful misconduct of such Agent Related Person or
Lender.  All telephonic notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.





11.03      No Waiver; Cumulative
Remedies.





No
failure by any Lender or the Administrative Agent to exercise, and no delay by
any such Person in exercising, any right, remedy, power or privilege hereunder
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 are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.





11.04      Attorney Costs, Expenses and
Taxes.





The Loan
Parties jointly and severally agree (a) to pay or reimburse the
Administrative Agent for all reasonable costs and expenses incurred in
connection with the development, preparation, negotiation and execution of this
Agreement and the other Loan Documents and any amendment, waiver, consent or
other modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs, and (b) to pay or reimburse the
Administrative Agent and each Lender for all reasonable costs and expenses
incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs.  The foregoing costs and expenses shall include all search,
filing, recording, title insurance and appraisal charges and fees and taxes
related thereto, and other out-of-pocket expenses reasonably incurred by the
Administrative Agent and, if an Event of Default exists, the cost of an
independent public accounting firm and other outside experts retained by the
Administrative Agent on behalf of the Lenders.  All amounts due under
this Section 11.04
shall be payable within ten Business Days after demand therefor.  The
agreements in this Section shall survive the termination of the Aggregate
Revolving Commitments and repayment of all other Obligations.





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11.05      Indemnification by the
Borrower.





Whether
or not the transactions contemplated hereby are consummated, the Loan Parties
jointly and severally shall indemnify and hold harmless each Agent-Related
Person, each Lender and their respective Affiliates, directors, officers,
employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from
and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with (a) the execution,
delivery, enforcement, performance or administration of any Loan Document or any
other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the
use or proposed use of the proceeds therefrom (including any refusal by the
applicable L/C Issuer to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (c) any actual or alleged
presence or release of Hazardous Materials on or from any property currently or
formerly owned or operated by the Borrower, any Subsidiary or any other Loan
Party, or any Environmental Liability related in any way to the Borrower, any
Subsidiary or any other Loan Party, or (d) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any investigation
of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"), in all cases, whether or not caused by or arising, in
whole or in part, out of the negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements resulted from the gross
negligence or willful misconduct of such Indemnitee.  No Indemnitee
shall be liable for any damages arising from the use by Persons other than its
Affiliates, directors, officers, employees, counsel, agents, and
attorneys-in-fact of any information or other materials obtained through
IntraLinks or other similar information transmission systems in connection with
this Agreement, nor shall any Indemnitee have any liability for any indirect or
consequential damages relating to this Agreement or any other Loan Document or
arising out of its activities in connection herewith or therewith (whether
before or after the Closing Date).  All amounts due under this Section 11.05
shall be payable within twenty Business Days after demand
therefor.  The agreements in this Section shall survive the
resignation of the Administrative Agent, the replacement of any Lender, the
termination of the Aggregate Revolving Commitments and the repayment,
satisfaction or discharge of all the other Obligations.





11.06      Payments Set
Aside.





To the
extent that any payment by or on behalf of any Loan Party is made to the
Administrative Agent or any Lender, or the Administrative Agent or any Lender
exercises its right of set-off, and such payment or the proceeds of such set-off
or any part thereof (or the Dollar Equivalent amount thereof) is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its applicable share of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per
annum equal to the Federal Funds Rate from time to time in effect.





88


11.07      Successors and
Assigns.





(a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) or (h) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.





(b)           Any
Lender may at any time assign to one or more Eligible Assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations) at the time owing to
it); provided
that (i) except in the case of an assignment of the entire remaining amount
of the assigning Lender's Commitment and the Loans at the time owing to it or in
the case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund (as defined in subsection (g) of this Section) with respect to a
Lender, the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) subject to each such assignment, determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if "Trade Date" is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed); (ii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement with respect to
the Loans or the Commitment assigned; (iii) any assignment of a Revolving
Commitment must be approved by the Administrative Agent unless the Person that
is the proposed assignee is itself a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); and (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500.  Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and
after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and the
Intercreditor Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement and the Intercreditor Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement and the
Intercreditor Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 3.01,
3.04, 3.05, 11.04 and 11.05 with respect to
facts and circumstances occurring prior to the effective date of such
assignment).  Upon request, the Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with subsection (d) of this Section.





89


(c)           The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent's Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the "Register").  The
entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.





(d)           Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participant") in all
or a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender's participations in L/C Obligations) owing to it); provided that
(i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 11.01
that directly affects such Participant.  Subject to
subsection (e) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01,
3.04 and 3.05to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 11.09as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.12 as
though it were a Lender.





(e)           A
Participant shall not be entitled to receive any greater payment under Section 3.01 or
3.04than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower's prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 11.15 as
though it were a Lender.





90


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





(g)           As
used herein, the following terms have the following meanings:





"Eligible Assignee"
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund; and (d) any other Person (other than a natural person) approved by
(i) the Administrative Agent, and (ii) unless an Event of Default has
occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include the
Borrower or any of the Borrower's Affiliates or Subsidiaries.





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





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





(h)           Notwithstanding
anything to the contrary contained herein, any Lender that is a Fund may create
a security interest in all or any portion of the Loans owing to it and the Note,
if any, held by it to the trustee for holders of obligations owed, or securities
issued, by such Fund as security for such obligations or securities, provided that unless
and until such trustee actually becomes a Lender in compliance with the other
provisions of this Section 11.07,
(i) no such pledge shall release the pledging Lender from any of its
obligations under the Loan Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Lender under the Loan Documents even
though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.





(i)           Notwithstanding
anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitment and Loans pursuant to subsection (b) above,
Bank of America may, upon 30 days' notice to the Borrower and the Lenders,
resign as L/C Issuer.  In the event of any such resignation as L/C
Issuer, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer.  If Bank of America
resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C
Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).





91


11.08      Confidentiality.





Each of
the Administrative Agent and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (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;
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process; provided, however,that, unless prohibited
by applicable law, statute, regulation, or court order, the Administrative Agent
or applicable Lender shall notify Borrower of any request by any court,
governmental or administrative agency, or pursuant to any subpoena or other
legal process for disclosure of any Information concurrent with, or where
practicable, prior to the disclosure thereof; (d) to any other party to
this Agreement; (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any
Eligible Assignee of or Participant in, or any prospective Eligible Assignee of
or Participant in, any of its rights or obligations under this Agreement or
(ii) any direct or indirect contractual counterparty or prospective
counterparty (or such contractual counterparty's or prospective counterparty's
professional advisor) to any credit derivative transaction relating to
obligations of the Loan Parties; (g) with the consent of the Borrower;
(h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis
from a source other than the Borrower; or (i) to the National Association
of Insurance Commissioners or any other similar organization.  In
addition, the Administrative Agent and the Lenders may disclose the existence of
this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions.  For the purposes of this Section, "Information" means
all information received from any Loan Party relating to any Loan Party or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by any Loan Party.  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 its own confidential
information.





11.09      Set-off.





In
addition to any rights and remedies of the Lenders provided by law and subject
to the terms of the Intercreditor Agreement, after the acceleration of the
Obligations as provided for in Section 9.02(b)
(or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the proviso to Section 9.02),
each Lender is authorized at any time and from time to time, without prior
notice to the Borrower or any other Loan Party, any such notice being waived by
the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Lender to or for the credit or the
account of the respective Loan Parties against any and all Obligations owing to
such Lender hereunder or under any other Loan Document, now or hereafter
existing, irrespective of whether or not the Administrative Agent or such Lender
shall have made demand under this Agreement or any other Loan Document and
although such Obligations may be contingent or unmatured or denominated in a
currency different from that of the applicable deposit or
indebtedness.  Each Lender agrees thatit shall not exercise
any right of setoff or banker’s Lien if such action or exercise could reasonably
be expected to result in the loss of the Collateral Agent's Lien on the
Collateral pursuant to the California “one action” rule (Section 726 of the
California Code of Civil Procedure).





92


11.10      Interest Rate
Limitation.





Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the "Maximum
Rate").  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.





11.11      Counterparts.





This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.





11.12      Integration.





This
Agreement, together with the other Loan Documents, comprises the complete and
integrated agreement of the parties on the subject matter hereof and thereof and
supersedes all prior agreements, written or oral, on such subject
matter.  In the event of any conflict between the provisions of this
Agreement and those of any other Loan Document (other than the Intercreditor
Agreement), the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of the Administrative
Agent or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement.  Each Loan Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.





11.13      Survival of Representations
and Warranties.





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





93


11.14      Severability.





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





11.15      Tax
Forms.





(a)           (i)           Each
Lender that is not a "United States person" within the meaning of
Section 7701(a)(30) of the Code (a "Foreign Lender")
shall deliver to the Borrower and the Administrative Agent, prior to the date of
its execution and delivery of this Agreement in the case of each Lender listed
on the signature pages hereof and on or prior to the date on which it becomes a
Lender in the case of each other Lender, two duly signed completed copies of
either IRS Form W-8BEN or any successor thereto (relating to such Foreign
Lender and entitling it to a complete exemption from withholding tax on all
payments to be made to such Foreign Lender by the Borrower pursuant to this
Agreement or the other Loan Documents) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Foreign Lender by the
Borrower pursuant to this Agreement and the other Loan Documents and certifying
that such Lender is entitled to a complete exemption from withholding tax on all
such payments) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Foreign Lender is entitled to a complete
exemption from U.S. withholding tax, including any exemption pursuant to
Section 881(c) of the Code.  Thereafter and from time to time,
each such Foreign Lender shall (A) promptly submit to the Administrative
Agent such additional duly completed and signed copies of one of such forms (or
such successor forms as shall be adopted from time to time by the relevant
United States taxing authorities) as may then be available under then current
United States laws and regulations to avoid, or such evidence as is satisfactory
to the Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Foreign Lender by the Borrower pursuant to this Agreement and the
other Loan Documents, (B) promptly notify the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (C) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid or mitigate any requirement of applicable Laws that the Borrower make any
deduction or withholding for taxes from amounts payable to such Foreign
Lender.





(ii)          Each
Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Lender
under any of the Loan Documents (for example, in the case of a typical
participation by such Lender), shall deliver to the Administrative Agent on the
date when such Foreign Lender ceases to act for its own account with respect to
any portion of any such sums paid or payable, and at such other times as may be
necessary in the determination of the Administrative Agent (in the reasonable
exercise of its discretion), (A) two duly signed completed copies of the
forms or statements required to be provided by such Lender as set forth above,
to establish the portion of any such sums paid or payable with respect to which
such Lender acts for its own account that is not subject to U.S. withholding
tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or
any successor thereto), together with any information such Lender chooses to
transmit with such form, and any other certificate or statement of exemption
required under the Code, to establish that such Lender is not acting for its own
account with respect to a portion of any such sums payable to such
Lender.





94


(iii)         The
Borrower shall not be required to pay any additional amount to any Foreign
Lender under Section 3.01
(A) with respect to any Taxes required to be deducted or withheld on the
basis of the information, certificates or statements of exemption such Lender
transmits with an IRS Form W-8IMY pursuant to this Section 11.15(a)
or (B) if such Lender shall have failed to satisfy the foregoing provisions
of this Section 11.15(a);
provided that
if such Lender shall have satisfied the requirement of this Section 11.15(a)
on the date such Lender became a Lender or ceased to act for its own account
with respect to any payment under any of the Loan Documents (and if such Lender
thereafter provides forms, certificates and evidence establishing an exemption
or reduction of withholding tax to the extent such Lender remains legally able
to do so), nothing in this Section 11.15(a)
shall relieve the Borrower of its obligation to pay any amounts pursuant to
Section 3.01 in
the event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender or other Person for the account of which
such Lender receives any sums payable under any of the Loan Documents is not
subject to withholding or is subject to withholding at a reduced
rate.





(iv)         The
Administrative Agent may, without reduction, withhold any Taxes required to be
deducted and withheld from any payment under any of the Loan Documents with
respect to which the Borrower is not required to pay additional amounts under
this Section 11.15(a).





(b)           Upon
the request of the Administrative Agent, each Lender that is a "United States
person" within the meaning of Section 7701(a)(30) of the Code shall deliver
to the Administrative Agent two duly signed completed copies of IRS
Form W-9.  If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.  Borrower shall not be required to pay any
additional amount to any Lender under Section 3.01 with
respect to any withholding under this Section
11.15(b).








(c)           If
any Governmental Authority asserts that the Administrative Agent did not
properly withhold or backup withhold, as the case may be, any tax or other
amount from payments made to or for the account of any Lender, such Lender shall
indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, and costs and expenses (including
Attorney Costs) of the Administrative Agent.  The obligation of the
Lenders under this Section shall survive the termination of the Aggregate
Revolving Commitments, repayment of all other Obligations hereunder and the
resignation of the Administrative Agent.





95


11.16      Replacement of
Lenders.





Under any
circumstances set forth herein providing that the Borrower shall have the right
to replace a Lender as a party to this Agreement, the Borrower may, upon notice
to such Lender and the Administrative Agent, replace such Lender by causing such
Lender to assign its Commitment and outstanding Loans (with the assignment fee
to be paid by the Borrower in such instance) pursuant to Section 11.07(b)
to one or more other Lenders or Eligible Assignees procured by the
Borrower.  The Borrower shall (y) pay in full all principal,
interest, fees and other amounts owing to such Lender through the date of
replacement (including any amounts payable pursuant to Section 3.05),
and (z) release such Lender from its obligations under the Loan
Documents.  Any Lender being replaced shall execute and deliver an
Assignment and Assumption with respect to such Lender's Commitment and
outstanding Loans and participations in L/C Obligations.





11.17      Governing
Law.





(a)           THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE.





(b)           ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED
THERETO.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.





11.18      Waiver of Right to Trial by
Jury.





EACH
PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR
IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.





96


11.19      Judgment
Currency.





If, for
the purposes of obtaining judgment in any court, it is necessary to convert a
sum due hereunder or any other Loan Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which
final judgment is given.  The obligation of the Loan Parties in
respect of any such sum due from them to the Administrative Agent or the Lenders
hereunder or under the other Loan Documents shall, notwithstanding any judgment
in a currency (the "Judgment Currency")
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the "Agreement Currency"),
be discharged only to the extent that on the Business Day following receipt by
the Administrative Agent of any sum adjudged to be so due in the Judgment
Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment
Currency.  If the amount of the Agreement Currency so purchased is
less than the sum originally due to the Administrative Agent from the Loan
Parties in the Agreement Currency, the Loan Parties agree, as a separate
obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or the Person to whom such obligation was owing against
such loss.  If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent in such
currency, the Administrative Agent agrees to return the amount of any excess to
the Loan Parties (or to any other Person who may be entitled thereto under
applicable law).




97




IN WITNESS WHEREOF,the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.




BORROWER:
                                        AMERON
      INTERNATIONAL

                                            CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Senior Vice President & CFOBy: /s/ Javier SolisName:
      Javier SolisTitle:
      Senior Vice President & SecretaryGUARANTORS:
                                        ISLAND
      READY-MIX CONCRETE, INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerCENTRON
      INTERNATIONAL INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerAMERICAN
      PIPE AND CONSTRUCTIONINTERNATIONALBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerCONTRADBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & Treasurer
   
  AMERCOAT
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerBONDSTRAND
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & Treasurer
  PSX
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerAMERON
      COMPOSITES INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerBOLENCO
      CORPORATIONBy:/s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President &
Treasurer
   
 ADMINISTRATIVE
      AGENT:
                                                                            BANK OF AMERICA,
      N.A.,asAdministrative
      AgentBy:
      /s/ Russell A.
      McClymontName:
      Russell A. McClymontTitle:
      Vice PresidentLENDERS:
                                                                            BANK OF AMERICA,
      N.A.,as a
      Lender, L/C IssuerBy:
      /s/ Russell A.
      McClymontName:
      Russel A. McClymontTitle:
      Vice President   
  BNP PARIBAS,as a
      LenderBy:
      /s/ Janice S.H.
  HoName:
      Janice S.H. HoTitle:
      Director   
  WELLS FARGO BANK,
      N.A.,as a
      LenderBy:
      /s/ Randall J.
  ReppName:
      Randall J. ReppTitle:
      Vice President   
  UNION
      BANK OF CALIFORNIA, N.A.,as
      a LenderBy:
      /s/ George
  PlazolaName:
      George PlazolaTitle:
      Vice President   
  COMERICA BANK,as a
      LenderBy:
      /s/ Elise
WalkerName:
      Elise WalkerTitle:
      Asst. Vice President   
  BANK OF HAWAII,as a
      LenderBy:
      /s/ Linda HoName:
      Linda HoTitle:
      Officer











FIRST
AMENDMENT TO CREDIT AGREEMENT
 
 THIS FIRST AMENDMENT TO CREDIT
AGREEMENT(the "Amendment") dated as
of June 11, 2004, is to that certain Credit Agreement dated as of January 24,
2003 (as amended and modified from time to time, the "Credit Agreement"),
by and among AMERON
INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"), THE SUBSIDIARIES OF THE BORROWER FROM
TIME TO TIME PARTIES THERETO AND IDENTIFIED AS "GUARANTORS" ON THE SIGNATURE
PAGES HERETO (the "Guarantors"), THE PERSONS FROM TIME TO TIME PARTIES
THERETO AND IDENTIFIED AS "LENDERS" ON THE SIGNATURE PAGES HERETO (the
"Lenders"),
BANK OF AMERICA, N.A.,
as administrative agent (the "Agent") and BANC OF AMERICA SECURITIES
LLC, as sole lead arranger and book manager.
 
 W I T N E S S E T
H
 
 WHEREAS, the Lenders have,
pursuant to the terms of the Credit Agreement, made available to the Borrower
and the Guarantors credit facilities in an aggregate amount of
$100,000,000;
 
 WHEREAS, the parties hereto
have agreed to amend the Credit Agreement as set forth herein;
 
 NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
 
 A.           Definitions.  Unless the
context otherwise requires, capitalized terms used but not otherwise defined
herein shall have the meanings assigned in the Credit
Agreement.
 
 B. Amendments.
 
 1.           The
pricing grid appearing in the definition of "Applicable Rate" in Section 1.01 of
the Credit Agreement is hereby replaced with the following pricing
grid:
 
 Applicable
      RatesPricing
                                                  Level
                                                Consolidated
                                                    Leverage
      Ratio
                                                Eurodollar
                                                  Rate
      Loans
                                                Base
      Rate
                                                  Loans
                                                Letter of
                                                  Credit
      Fees
                                                Commitment
                                                  Fee1
                                                <
      1.00 to 1.0
                                                0.875%
                                                0.00%
                                                0.875%
                                                0.200%2
                                                > 1.00 to 1.0 but < 1.75 to
      1.0
                                                1.125%
                                                0.125%
                                                1.125%
                                                0.250%3
                                                > 1.75 to 1.0 but < 2.50 to
      1.0
                                                1.375%
                                                0.375%
                                                1.375%
                                                0.300%4
                                                > 2.50 to 1.0
                                                1.75%
                                                0.75%
                                                1.75%
                                                0.350%
 
 
 
 2.           The
definitions of "Consolidated EBITDA", "Default Rate", "Fee Letter" and "Maturity
Date" in Section 1.01 of the Credit Agreement are hereby amended to read as
follows:
 
 "Consolidated EBITDA"
means, for any period, for the Consolidated Parties on a consolidated basis,
determined in accordance with GAAP, an amount equal to the sum of, without
duplication, (a) Consolidated Net Income plus
(b) Consolidated Interest Charges and all amounts treated as expenses for
depreciation and the amortization of intangibles of any kind to the extent
included in the determination of Consolidated Net Income, plus (c) all tax
expense on or measured by income or capital to the extent included in the
determination of Consolidated Net Income plus (d) amounts
received as cash dividends or other distributions in respect of equity from
Affiliates and Unconsolidated Subsidiaries to the extent not included in the
determination of Consolidated Net Income minus (e) equity
earnings from Affiliates and Unrestricted Subsidiaries to the extent included in
the determination of Consolidated Net Income minus (f) gains
on the sale or other disposition of assets to the extent included in the
determination of Consolidated Net Income plus (g) losses
on the sale or other disposition of assets to the extent included in the
determination of Consolidated Net Income plus (h) non-cash
extraordinary losses and expenses to the extent included in the determination of
Consolidated Net Income (provided that to the extent such non-cash losses and
expenses represent an accrual or reserve for future cash disbursements, the
future cash disbursements shall be deducted in the periods in which they are
made) minus
(i) non-cash extraordinary gains and income to the extent included in the
determination of Consolidated Net Income plus
(j)  upon termination and/or payout of the Borrower's Executive
Deferral Plan and Supplemental Executive Retirement Plan, one-time charges in an
aggregate amount not to exceed $18,000,000 in respect of the nonrecurring
acceleration of benefit costs that would otherwise be recognized in future years
with respect to such plans in an aggregate amount not to exceed
$27,000,000.
 
 "Default Rate" means
an interest rate equal to (a) the Base Rate plus (b) the
Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with
respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate and any Mandatory
Cost) otherwise applicable to such Loan plus 2% per annum, in
each case to the fullest extent permitted by applicable Laws.
 
 "Fee Letter" means the
letter agreement, dated April 21, 2004, among the Borrower, the Administrative
Agent and the Arranger.
 
 "Maturity Date" means
June 11, 2008.
 
 3.           A
new definition of "Mandatory Cost" is hereby added to Section 1.01 of the Credit
Agreement in the appropriate alphabetical order to read as follows:
 
 "Mandatory Cost"
means, with respect to any period, the percentage rate per annum determined in
accordance with Exhibit
1.01.
 
 4.           Section
2.07(a) of the Credit Agreement is hereby amended to read as
follows:
 
 (a) Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate
Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable
Rate plus (in
the case of a Eurodollar Rate Loan of any Lender which is lent from a Lending
Office in the United Kingdom or a Participating Member State) the Mandatory
Cost; and (ii) each Base Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable
Rate.
 
 2
 5. Section
3.04(a) of the Credit Agreement is hereby amended to read as
follows:
 
 (a)           If
any Lender determines that as a result of the introduction of or any change in
or in the interpretation of any Law, or such Lender's compliance therewith,
there shall be any increase in the cost to such Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Loans or (as the case may be)
issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which
Section 3.01
shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, (iii) reserve requirements
contemplated by Section 3.04(c),
and (iv) the requirements of the Bank of England and the Financial Services
Authority or the European Central Bank reflected in the Mandatory Cost, other
than as set forth below)) or the Mandatory Cost, as calculated hereunder, does
not represent the cost to such Lender of complying with the requirements of the
Bank of England and/or the Financial Services Authority or the European Central
Bank in relation to its making, funding or maintaining of Eurocurrency Rate
Loans, then if such Lender generally is assessing such amounts to its borrowers
that are similarly situated with the Borrower, from time to time upon demand of
such Lender, accompanied by a certificate described in Section 3.06(a) (with
a copy of such demand and certificate to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such increased cost or reduction or, if applicable, the portion of such cost
that is not represented by the Mandatory Cost.  If the Borrower is
required to pay additional amounts to or for the account of any Lender pursuant
to this Section
3.04(a), then such Lender will agree to take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and
as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid or mitigate any requirement for compensation under this Section
3.04(a).
 
 6.           A
new Section 7.03(g) is hereby added to the Credit Agreement to read as
follows:
 
 (g)           Promptly
notify the Administrative Agent and each Lender upon termination and/or payout
of either or the Borrower's Executive Deferral Plan and Supplemental Executive
Retirement Plan, in each case in existence as of June 11, 2004.
  
 7. A new
paragraph is added to Section 7.14 of the Credit Agreement to read as
follows:
 
 On
      or before the date that is fifty days (or such later date as the
      Administrative Agent may determine in its reasonable discretion) after the
      date following the termination and/or payout of either of the Borrower's
      Executive Deferral Plan and Supplemental Executive Retirement Plan, in
      each case in existence as of June 11, 2004without a
      corresponding surrender for cash of the life insurance policies that would
      otherwise be available to pay benefits under such plans, the Loan Parties
      shall deliver to the Collateral Agent pledges or assignments of their
      interest in such life insurance policies.  All such documents
      shall be in form and substance reasonably satisfactory to the
      Administrative Agent.
   3
 8. Section
8.11(b) of the Credit Agreement is hereby amended to read as
follows:
 
 (b) Consolidated Tangible Net
Worth.  Permit Consolidated Tangible Net Worth as of the end of
any fiscal quarter of the Borrower to be less than the sum of $195,000,000,
increased on a cumulative basis as of the end of each fiscal quarter of the
Borrower, commencing with the fiscal quarter ending May 31, 2004 by an amount
equal to the sum of (i) 50% of Consolidated Net Income (to the extent positive)
for each such fiscal quarter and (ii) 75% of net cash proceeds from Equity
Issuances occurring subsequent to February 28, 2004.
 
 9.           A
new Section 11.20 is hereby added to the Credit Agreement to read as
follows:
 
 11.20  USA PATRIOT Act
Notice.
 
 Each Lender and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the"Act"), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.
 
 10. A new
Exhibit 1.01 in
the form of Exhibit 1.01 hereto is hereby added to the Credit
Agreement.
 
 C. Conditions
Precedent. This
Amendment shall be and become effective as of June 11, 2004 (the "Effective Date") when
all of the conditions set forth in this paragraph C shall have been
satisfied.
 
 1. Execution of Counterparts of
Amendment.  The Agent shall have received counterparts of this
Amendment, which collectively shall have been duly executed on behalf of each of
the Borrower, the Guarantors, the Agent and the Lenders.
 
 2. Corporate Resolutions / Good
Standing Certificates / Opinion of Counsel.  The Agent shall
have received (i) copies of resolutions of the Boards of Directors of the
Borrower and each Guarantor approving and adopting the Amendment and authorizing
execution and delivery thereof, certified by a secretary or assistant secretary
of the Borrower or such Guarantor to be true and correct and in force and effect
as of the date hereof, (ii) good standing certificates for the each of the
Borrower and the Guarantors issued as of a recent date by the Secretary of State
of the jurisdiction of its organization and (iii) a legal opinion of counsel for
the Borrower and the Guarantors, dated as of the Effective Date, in form and
substance satisfactory to the Agent.
 
 3. Upfront Fees;
Etc.  The Borrower shall have paid (a) to each Lender such
upfront fee as agreed among such Lender, the Borrower and the Agent and (b) to
each of the Agent, the Arranger and the L/C Issuer, all amounts due and payable
to such Persons on the Effective Date in accordance with the terms and
conditions of the Fee Letter.
 
 4
 4. No Material Adverse
Effect.  Since November 30, 2003, there shall have been no
event or circumstance, either individually or in the aggregate, that has had or
could reasonably be expected to have a Material Adverse
Effect.
 
 5. Availability.  After
giving effect to the Credit Extensions, if any, made on the Effective Date, the
Aggregate Revolving Commitments shall exceed the Total Revolving Outstandings by
at least $25,000,000.
 
 6. Note Purchase Agreement
Amendments.  The Agent shall have received duly executed copies
of amendments to the 1996 Note Purchase Agreement (as defined in the
Intercreditor Agreement) and the 2003 Note Purchase Agreement (as defined in the
Intercreditor Agreement), in each case, in form and substance reasonably
satisfactory to the Agent.
 
 D.           Expenses.  The Borrower
agrees to pay all reasonable costs and expenses of the Agent in connection with
the preparation, execution and delivery of this Amendment, including without
limitation the reasonable fees and expenses of the Agent's legal
counsel.
 
 E.           Effect.  Except as
expressly modified and amended in this Amendment, all of the terms, provisions
and conditions of the Credit Agreement are and shall remain in full force and
effect and are incorporated herein by reference, and the obligations of the
Borrower and the Guarantors hereunder and under the other Loan Documents are
hereby ratified and confirmed and shall remain in full force and
effect.  Any and all other documents heretofore, now or hereafter
executed and delivered pursuant to the terms of the Credit Agreement are hereby
amended so that any reference to the Credit Agreement shall mean a reference to
the Credit Agreement as amended hereby.
 
 F.           Representations
and Warranties.  The Borrower and
each Guarantor represents and warrants to the Lenders that (i) the
representations and warranties set forth in Article VI of the Credit Agreement
are true and correct in all material respects on and as of the Effective Date,
except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct as of such
earlier date, (ii) no Default exists and (iii) none of the Borrower or any
Guarantor has any counterclaims, offsets, credits or defenses to the Loan
Documents and the performance of their respective obligations thereunder, or if
the Borrower or any Guarantor has any such claims, counterclaims, offsets,
credits or defenses to the Loan Documents or any transaction related to the Loan
Documents, the same are hereby waived, relinquished and released in
consideration of the Lenders' execution and delivery of this
Amendment.
 
 G.           Counterparts.  This Amendment
may be executed in any number of counterparts, each of which when so executed
and delivered shall be an original, but all of which shall constitute one and
the same instrument.  It shall not be necessary in making proof of
this Amendment to produce or account for more than one such
counterpart.
 
 H.          
Governing
Law.This
Amendment and the Credit Agreement, shall be governed by and construed in
accordance with, the laws of the State of New York.
 
 I.           
Successors
and Assigns.   This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
 
 J. Authorization;
Enforceability.  The Borrower and
each Guarantor hereby represent and warrant as follows:
 
 5
 1.           The
Borrower and each Guarantor have taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
 
 2.           This
Amendment has been duly executed and delivered by the Borrower and each
Guarantor, and this Amendment and the Credit Agreement (as amended hereby)
constitute the Borrower's and the Guarantors' legal, valid and binding
obligations, enforceable in accordance with their terms, except as such
enforceability may be subject to (a) Debtor Relief Laws and (b) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding at law or in equity).
 
 3.           No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or Governmental Authority or third party is
required in connection with the execution, delivery or performance by the
Borrower or any Guarantor of this Amendment.
 
 K.           Entire
Agreement.  This Amendment
together with the other Loan Documents represent the entire agreement of the
parties and supersedes all prior agreements and understandings, oral or written
if any, relating to the Loan Documents or the transactions contemplated herein
and therein.
 
 6
  IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Amendment to be duly
executed under seal and delivered as of the date and year first above
written.
 BORROWER:
                                            AMERON
      INTERNATIONAL

                                                CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Senior Vice President & CFOBy:
      /s/ Javier
SolisName:
      Javier SolisTitle:
      Senior Vice President & SecretaryGUARANTORS:
                                            ISLAND
      READY-MIX CONCRETE, INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerCENTRON
      INTERNATIONAL INC.By:/s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerAMERICAN
      PIPE AND CONSTRUCTIONINTERNATIONALBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerCONTRADBy: /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & Treasurer
   
  AMERCOAT
      CORPORATIONBy:/s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerBONDSTRAND
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & Treasurer
  PSX
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerAMERON
      COMPOSITES INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerBOLENCO
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerWR
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President &
Treasurer
   
 ADMINISTRATIVE
      AGENT:
                                                                                BANK OF AMERICA,
      N.A.,asAdministrative
      AgentBy:
      /s/ Russell A.
      McClymontName:
      Russell A. McClymontTitle:
      Vice PresidentLENDERS:
                                                                                BANK OF AMERICA,
      N.A.,as a
      Lender and L/C IssuerBy:
      /s/ Russell A.
      McClymontName:
      Russell A. McClymontTitle:
      Vice President   
  BNP PARIBAS,as a
      LenderBy:
      /s/ Janice S.H.
  HoName:
      Janice S.H. HoTitle:
      Director   
  WELLS FARGO BANK,
      N.A.,as a
      LenderBy:
      /s/ Perry
MorethName:
      Perry MorethTitle:
      Vice President   
  UNION
      BANK OF CALIFORNIA, N.A.,as
      a LenderBy:
      /s/ George
  PlazolaName:
      George PlazolaTitle:
      Vice President   
  COMERICA BANK,as a
      LenderBy:
      /s/ Elise
WalkerName:
      Elise WalkerTitle:
      Vice President   
  BANK OF HAWAII,as a
      LenderBy:
      /s/ John P.
  McKennaName:
      John P. McKennaTitle:
      Vice
President
  Exhibit
1.01
  MANDATORY
COST FORMULAE
  1.                 The
Mandatory Cost (to the extent applicable) is an addition to the interest rate to
compensate Lenders for the cost of compliance with:
  (a)  the
requirements of the Bank of England and/or the Financial Services Authority (or,
in either case, any other authority which replaces all or any of its functions);
or
  (b)  the
requirements of the European Central Bank.
  2.                 On
the first day of each Interest Period (or as soon as practicable thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the "Additional Cost
Rate") for each Lender, in accordance with the paragraphs set out
below.  The Mandatory Cost will be calculated by the Administrative
Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in
proportion to the percentage participation of each Lender in the relevant Loan)
and will be expressed as a percentage rate per annum.  The
Administrative Agent will, at the request of the Borrower or any Lender, deliver
to the Borrower or such Lender as the case may be, a statement setting forth the
calculation of any Mandatory Cost.
  3.                 The
Additional Cost Rate for any Lender lending from a Lending Office in a
Participating Member State will be the percentage notified by that Lender to the
Administrative Agent.  This percentage will be certified by such
Lender in its notice to the Administrative Agent as the cost (expressed as a
percentage of such Lender's participation in all Loans made from such Lending
Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of Loans made from that Lending Office.
  4.                 The
Additional Cost Rate for any Lender lending from a Lending Office in the United
Kingdom will be calculated by the Administrative Agent as follows:
  (a)  in
relation to any Loan in Sterling:
  AB+C(B-D)+E
      x 0.01
                        per
      cent per annum100
      -
(A+C)
  (b)  in
relation to any Loan in any currency other than Sterling:
  E x
      0.01
                    per
      cent per annum300
  Where:
  "A"
              is
      the percentage of Eligible Liabilities (assuming these to be in excess of
      any stated minimum) which that Lender is from time to time required to
      maintain as an interest free cash ratio deposit with the Bank of England
      to comply with cash ratio
requirements.
  "B"
              is
      the percentage rate of interest (excluding the Applicable Rate, the
      Mandatory Cost and any interest charged on overdue amounts pursuant to the
      first sentence of Section 2.07(b)
      and, in the case of interest (other than on overdue amounts) charged at
      the Default Rate, without counting any increase in interest rate effected
      by the charging of the Default Rate) payable for the relevant Interest
      Period of such Loan.
   
 "C"
              is
      the percentage (if any) of Eligible Liabilities which that Lender is
      required from time to time to maintain as interest bearing Special
      Deposits with the Bank of England.
  "D"
              is
      the percentage rate per annum payable by the Bank of England to the
      Administrative Agent on interest bearing Special
  Deposits.
  "E"
              is
      designed to compensate Lenders for amounts payable under the Fees
      Regulations and is calculated by the Administrative Agent as being the
      average of the most recent rates of charge supplied by the Lenders to the
      Administrative Agent pursuant to paragraph 7
      below and expressed in pounds per
£1,000,000.
  5.                 For
the purposes of this Schedule:
  "Eligible Liabilities"
and "Special
Deposits" have the meanings given to them from time to time under or
pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank
of England;
  "Fees Regulations"
means the FSA Supervision Manual or such other law or regulation as may be in
force from time to time in respect of the payment of fees for the acceptance of
deposits;
  "Fee Tariffs" means
the fee tariffs specified in the Fees Regulations under the activity group A.1
Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant
to the Fees Regulations but taking into account any applicable discount rate);
and
  "Tariff Base" has the
meaning given to it in, and will be calculated in accordance with, the Fees
Regulations.
  6.                 In
application of the above formulae, A, B, C and D will be included in the
formulae as percentages (i.e. 5% will be included in
the formula as 5 and not as 0.05).  A negative result obtained by
subtracting D from B shall be taken as zero.  The resulting figures
shall be rounded to four decimal places.
  7.                 If
requested by the Administrative Agent or the Borrower, each Lender with a
Lending Office in the United Kingdom or a Participating Member State shall, as
soon as practicable after publication by the Financial Services Authority,
supply to the Administrative Agent and the Borrower, the rate of charge payable
by such Lender to the Financial Services Authority pursuant to the Fees
Regulations in respect of the relevant financial year of the Financial Services
Authority (calculated for this purpose by such Lender as being the average of
the Fee Tariffs applicable to such Lender for that financial year) and expressed
in pounds per £1,000,000 of the Tariff Base of such Lender.
  8.                 Each
Lender shall supply any information required by the Administrative Agent for the
purpose of calculating its Additional Cost Rate.  In particular, but
without limitation, each Lender shall supply the following information in
writing on or prior to the date on which it becomes a Lender:
  (a)           its
jurisdiction of incorporation and the jurisdiction of the Lending Office out of
which it is making available its participation in the relevant Loan;
and
  (b)           any
other information that the Administrative Agent may reasonably require for such
purpose.
  
  Each
Lender shall promptly notify the Administrative Agent in writing of any change
to the information provided by it pursuant to this paragraph.
  9.                 The
percentages or rates of charge of each Lender for the purpose of A, C and E
above shall be determined by the Administrative Agent based upon the information
supplied to it pursuant to paragraphs 7 and
8 above and on
the assumption that, unless a Lender notifies the Administrative Agent to the
contrary, each Lender's obligations in relation to cash ratio deposits, Special
Deposits and the Fees Regulations are the same as those of a typical bank from
its jurisdiction of incorporation with a Lending Office in the same jurisdiction
as such Lender's Lending Office.
  10.               The
Administrative Agent shall have no liability to any Person if such determination
results in an Additional Cost Rate which over- or under-compensates any Lender
and shall be entitled to assume that the information provided by any Lender
pursuant to paragraphs
3, 7 and
8 above is true
and correct in all respects.
  11.               The
Administrative Agent shall distribute the additional amounts received as a
result of the Mandatory Cost to the Lenders on the basis of the Additional Cost
Rate for each Lender based on the information provided by each Lender pursuant
to paragraphs
3, 7 and
8
above.
  12.               Any
determination by the Administrative Agent pursuant to this Schedule in relation
to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
to a Lender shall, in the absence of manifest error, be conclusive and binding
on all parties hereto.
  13.               The
Administrative Agent may from time to time, after consultation with the Borrower
and the Lenders, determine and notify to all parties any amendments which are
required to be made to this Schedule in order to comply with any change in law,
regulation or any requirements from time to time imposed by the Bank of England,
the Financial Services Authority or the European Central Bank (or, in any case,
any other authority which replaces all or any of its functions) and any such
determination shall, in the absence of manifest error, be conclusive and binding
on all parties hereto.




SECOND
AMENDMENT TO CREDIT AGREEMENT
 
 THIS SECOND AMENDMENT TO CREDIT
AGREEMENT(the "Amendment") dated as
of November 25, 2005, is to that certain Credit Agreement dated as of January
24, 2003 (as amended and modified from time to time, the "Credit Agreement"),
by and among AMERON INTERNATIONAL CORPORATION, a Delaware corporation (the
"Borrower"),
THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES THERETO AND
IDENTIFIED AS "GUARANTORS" ON THE SIGNATURE PAGES HERETO (the "Guarantors"), THE
PERSONS FROM TIME TO TIME PARTIES THERETO AND IDENTIFIED AS "LENDERS" ON THE
SIGNATURE PAGES HERETO (the "Lenders"), BANK OF
AMERICA, N.A., as administrative agent (the "Agent") and BANC OF
AMERICA SECURITIES LLC, as sole lead arranger and book manager.
 
 W I T N E S S E T
H
 
 WHEREAS, the Lenders have, pursuant to
the terms of the Credit Agreement, made available to the Borrower and the
Guarantors credit facilities in an aggregate amount of
$100,000,000;
 
 WHEREAS, the parties hereto have agreed
to amend the Credit Agreement as set forth herein;
 
 NOW, THEREFORE, IN CONSIDERATION of the
premises and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
 
 
 A.           Definitions.  Unless the
context otherwise requires, capitalized terms used but not otherwise defined
herein shall have the meanings assigned in the Credit Agreement.
 
 B. Amendments.
 
 1.           The
pricing grid appearing in the definition of "Applicable Rate" in Section 1.01 of
the Credit Agreement is hereby replaced with the following pricing
grid:
 
 Applicable
      RatesPricing
                                        Level
                                      Consolidated
                                        Leverage
      Ratio
                                      Eurodollar
                                        Rate
      Loans
                                      Base
      Rate
                                        Loans
                                      Letter
      of
                                        Credit
      Fees
                                      Commitment
                                        Fee1
                                      <
      1.00 to 1.0
                                      0.750%
                                      0.000%
                                      0.750%
                                      0.15%2
                                      > 1.00 to 1.0 but < 1.75 to
      1.0
                                      1.000%
                                      0.000%
                                      1.000%
                                      0.20%3
                                      > 1.75 to 1.0 but < 2.50 to
      1.0
                                      1.250%
                                      0.250%
                                      1.250%
                                      0.25%4
                                      > 2.50 to 1.0
                                      1.625%
                                      0.625%
                                      1.625%
                                      0.30%
   
 2.           The
following definitions appearing in Section 1.01 of the Credit Agreement are
hereby amended to read as follows:
 
 "Intercreditor
Agreement" means that certain Amended and Restated Collateral Agency and
Intercreditor Agreement dated as of the Second Amendment Effective Date among
the Lenders, the Senior Noteholders, the Administrative Agent and the Collateral
Agent, as amended, modified, restated or supplemented from time to
time.
 
 "Maturity Date" means
September 30, 2010.
 
 "Senior Note
Agreements" means (a) the 1996 Note Purchase Agreement, (b) the 2003 Note
Purchase Agreement and (c) the 2005 Note Purchase Agreement.
 
 "Senior Notes" means
(a) the 7.92% notes due September 1, 2006 issued by the Borrower in favor of the
applicable Senior Noteholders pursuant to the 1996 Note Purchase Agreement, (b)
the 5.36% notes due November 30, 2009 issued by the Borrower in favor of the
applicable Senior Noteholders pursuant to the 2003 Note Purchase Agreement and
(c) the 4.245% notes due November 25, 2012 issued by Ameron (Pte) Ltd. in favor
of the applicable Senior Noteholders pursuant to the 2005 Note Purchase
Agreement, in each case, as such Senior Notes may be amended, modified, restated
or supplemented and in effect from time to time in accordance with the terms
hereof.
 
 3.           The
last sentence of the definition of "Unrestricted Subsidiary" appearing in
Section 1.01 of the Credit Agreement is herby amended to read as
follows:
 
 No
Subsidiary may be designated as an Unrestricted Subsidiary hereunder unless such
Subsidiary is also designated as an "Unrestricted Subsidiary" for purposes of
the (a) 1996 Note Purchase Agreement, (b) the 2003 Note Purchase Agreement and
(c) the 2005 Note Purchase Agreement.
 
 4.           The
following new definitions are hereby added to Section 1.01 of the Credit
Agreement in the appropriate alphabetical order to read as follows:
 
 "2005 Note Purchase
Agreement" means that certain Note Purchase Agreement dated November 25,
2005 among Ameron (Pte) Ltd. and the applicable Senior Noteholders, as the same
may be amended, modified, restated or supplemented and in effect from time to
time in accordance with the terms hereof.
 
 "Second Amendment Effective
Date" means November 25, 2005.
 
 5.           Sections
8.03(c) and 8.03(g) of the Credit Agreement are hereby amended to read as
follows:
 
 (c)           intercompany
Indebtedness arising from loans, advances and Guaranty Obligations permitted
under Section 8.02;
 
 *******
 
 (g)           Indebtedness
arising under the 2003 Note Purchase Agreement, the 2005 Note Purchase Agreement
and the respective Senior Notes issued thereunder;
 
 2
 6.           Clause
(2) appearing in Section 8.09 of the Credit Agreement is hereby amended to read
as follows:
 
 (2) the
Senior Note Agreements and the Senior Notes, in each case as in effect as of the
Second Amendment Effective Date,
 
 7.           Section
8.11(d) of the Credit Agreement is hereby amended to read as
follows:
 
 (d)           Consolidated Fixed Charge
Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage
Ratio as of the end of any fiscal quarter of the Borrower to be less than the
ratio set forth below opposite such fiscal quarter:
 
 Calendar
      year/
                  fiscal
      quarter end
                February
      28
                May
      31
                August
      31
                November
      302005
                1.50
      to 1.0
                1.50
      to 1.0
                1.50
      to 1.0
                1.25
      to 1.02006
                1.25
      to 1.0
                1.25
      to 1.0
                1.25
      to 1.0
                1.35
      to 1.02007
                1.35
      to 1.0
                1.35
      to 1.0
                1.35
      to 1.0
                1.50
      to 1.0thereafter
                1.50
      to 1.0
 
 C.           Amendments
to Intercreditor and Collateral Documents.  The Lenders
hereby authorize the Administrative Agent and the Collateral Agent, as
appropriate, to enter into such amendments to the Collateral Documents as the
Collateral Agent may reasonably determine for purposes of causing the Collateral
pledged pursuant thereto to secure the Senior Notes under the 2005 Note
Purchase Agreement.
 
 D. Conditions
Precedent. This
Amendment shall be and become effective as of the Second Amendment Effective
Date when all of the conditions set forth in this paragraph D shall have been
satisfied.
 
 1. Execution of Counterparts of
Amendment.  The Agent shall have received counterparts of this
Amendment, which collectively shall have been duly executed on behalf of each of
the Borrower, the Guarantors, the Agent and the Lenders.
 
 2. Corporate Resolutions / Good
Standing Certificates / Opinion of Counsel.  The Agent shall
have received (a) copies of resolutions of the Boards of Directors of the
Borrower and each Guarantor approving and adopting the Amendment and authorizing
execution and delivery thereof, certified by a secretary or assistant secretary
of the Borrower or such Guarantor to be true and correct and in force and effect
as of the date hereof, (b) good standing certificates for the each of the
Borrower and the Guarantors issued as of a recent date by the Secretary of State
of the jurisdiction of its organization and (c) a legal opinion of counsel for
the Borrower and the Guarantors, dated as of the Second Amendment Effective
Date, in form and substance satisfactory to the Agent.
 
 3. Intercreditor
Agreement/Collateral Documents.  The Agent shall have received
(a) counterparts of the Intercreditor Agreement which collectively shall
have been duly executed on behalf of each of the Borrower, the Guarantors, the
Agent, the Collateral Agent, the Lenders and the Senior Noteholders, (b)
amendments to the Security Agreement and the Mortgages, which collectively shall
have been duly executed on behalf of each Loan Party party thereto and the
Collateral Agent and (c) appropriate endorsements to the Mortgage Policies in
form and substance reasonably satisfactory to the Agent.
  3
  4. Senior Note
Agreements.  The Agent shall have received copies, certified by
a Responsible Officer of the Borrower as true and complete, of the 2005 Note
Purchase Agreement and any amendments to the 1996 Note Purchase Agreement and
2003 Note Purchase Agreement, each as originally executed and delivered,
together with all exhibits and schedules thereto.
 
 5. Amendment
Fees.  The Borrower shall have paid (a) to the Agent, for the
account of each Lender, an amendment fee equal to 0.075% of such Lender's
Revolving Commitment and (b) to the Agent and the Arranger, all fees due and
payable to such Persons on the Second Amendment Effective
Date.
 
 6. No Material Adverse
Effect.  Since November 30, 2004, there shall have been no
event or circumstance, either individually or in the aggregate, that has had or
could reasonably be expected to have a Material Adverse
Effect.
 
 E.           Expenses.  The Borrower
agrees to pay all reasonable costs and expenses of the Agent in connection with
the preparation, execution and delivery of this Amendment, including without
limitation the reasonable fees and expenses of the Agent's legal
counsel.
 
 F.           Effect.  Except as
expressly modified and amended in this Amendment, all of the terms, provisions
and conditions of the Credit Agreement are and shall remain in full force and
effect and are incorporated herein by reference, and the obligations of the
Borrower and the Guarantors hereunder and under the other Loan Documents are
hereby ratified and confirmed and shall remain in full force and
effect.  Any and all other documents heretofore, now or hereafter
executed and delivered pursuant to the terms of the Credit Agreement are hereby
amended so that any reference to the Credit Agreement shall mean a reference to
the Credit Agreement as amended hereby.
 
 G.           Representations
and Warranties.  The Borrower and
each Guarantor represents and warrants to the Lenders that (i) the
representations and warranties set forth in Article VI of the Credit Agreement
are true and correct in all material respects on and as of the Second Amendment
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, (ii) no Default exists and (iii) none of the
Borrower or any Guarantor has any counterclaims, offsets, credits or defenses to
the Loan Documents and the performance of their respective obligations
thereunder, or if the Borrower or any Guarantor has any such claims,
counterclaims, offsets, credits or defenses to the Loan Documents or any
transaction related to the Loan Documents, the same are hereby waived,
relinquished and released in consideration of the Lenders' execution and
delivery of this Amendment.
 
 H.           Counterparts.  This Amendment
may be executed in any number of counterparts (including facsimile or secure
electronic format (.pdf) signatures), each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the
same instrument.  It shall not be necessary in making proof of this
Amendment to produce or account for more than one such counterpart.
 
 I.           Governing
Law.This
Amendment and the Credit Agreement, shall be governed by and construed in
accordance with, the laws of the State of New York.
 
 J.           Successors
and Assigns.   This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
 
 K. Authorization;
Enforceability.  The Borrower and
each Guarantor hereby represent and warrant as follows:
 
 4
 1.           The
Borrower and each Guarantor have taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
 
 2.           This
Amendment has been duly executed and delivered by the Borrower and each
Guarantor, and this Amendment and the Credit Agreement (as amended hereby)
constitute the Borrower's and the Guarantors' legal, valid and binding
obligations, enforceable in accordance with their terms, except as such
enforceability may be subject to (a) Debtor Relief Laws and (b) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding at law or in equity).
 
 3.           No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or Governmental Authority or third party is
required in connection with the execution, delivery or performance by the
Borrower or any Guarantor of this Amendment.
 
 L.           Entire
Agreement.  This Amendment
together with the other Loan Documents represent the entire agreement of the
parties and supersedes all prior agreements and understandings, oral or written
if any, relating to the Loan Documents or the transactions contemplated herein
and therein.
 
 
 5
  IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Amendment to be duly
executed under seal and delivered as of the date and year first above
written.
 BORROWER:
                                              AMERON
      INTERNATIONAL

                                                  CORPORATIONBy:
      /s/ James R.
      McLaughlinName:
      James R. McLaughlinTitle:
      Sr. Vice President & CFOBy:
      /s/ Javier
SolisName:
      Javier SolisTitle:
      SecretaryGUARANTORS:
                                              ISLAND
      READY-MIX CONCRETE, INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerCENTRON
      INTERNATIONAL INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerAMERICAN
      PIPE AND CONSTRUCTIONINTERNATIONALBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerCONTRADBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & Treasurer
   6
  AMERCOAT
      CORPORATIONBy:/s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerBONDSTRAND
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & Treasurer
  PSX
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerAMERON
      COMPOSITES INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerBOLENCO
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President &
Treasurer
   7
 ADMINISTRATIVE
      AGENT:
                                                                                  BANK OF AMERICA,
      N.A.,asAdministrative
      AgentBy:
      /s/ Tiffany
ShinName:
      Tiffany ShinTitle:
      Asst. Vice PresidentLENDERS:
                                                                                  BANK OF AMERICA,
      N.A.By:
      /s/ Robert W.
    TroutmanName:
      Robert W. TroutmanTitle:
      Managing Director  BNP
    PARIBASBy:
      /s/ Janice S.
HoName:
      Janice S. HoTitle:
      Director  WELLS FARGO BANK,
      N.A.By:
      /s/ Charles C.
    WarnerName:
      Charles C. WarnerTitle:
      Vice President  UNION
      BANK OF CALIFORNIA, N.A.By:
      /s/ George
  PlazolaName:
      George PlazolaTitle:
      Vice President
  COMERICA
      BANKBy:/s/ Elise
WalkerName:
      Elise WalkerTitle:
      Vice President  BANK OF
      HAWAIIBy:
      /s/ Linda R. HoName:
      Linda R. HoTitle:
      Asst. Vice
President
   8
  THIRD
AMENDMENT TO CREDIT AGREEMENT
 
 THIS THIRD AMENDMENT TO CREDIT
AGREEMENT(the "Amendment") dated as
of January 24, 2007, is to that certain Credit Agreement dated as of January 24,
2003 (as amended and modified from time to time, the "Credit Agreement"),
by and among AMERON INTERNATIONAL CORPORATION, a Delaware corporation (the
"Borrower"),
THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES THERETO AND
IDENTIFIED AS "GUARANTORS" ON THE SIGNATURE PAGES HERETO (the "Guarantors"), THE
PERSONS FROM TIME TO TIME PARTIES THERETO AND IDENTIFIED AS "LENDERS" ON THE
SIGNATURE PAGES HERETO (the "Lenders"), BANK OF
AMERICA, N.A., as administrative agent (the "Agent") and BANC OF
AMERICA SECURITIES LLC, as sole lead arranger and book manager.
 
 W I T N E S S E T
H
 
 WHEREAS, the Lenders have, pursuant to
the terms of the Credit Agreement, made available to the Borrower and the
Guarantors credit facilities in an aggregate amount of
$100,000,000;
 
 WHEREAS, the parties hereto have agreed
to amend the Credit Agreement as set forth herein;
 
 NOW, THEREFORE, IN CONSIDERATION of the
premises and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
 
 
 A.           Definitions.  Unless the
context otherwise requires, capitalized terms used but not otherwise defined
herein shall have the meanings assigned in the Credit Agreement.
 
 B. Amendments.
 
 1.           The
definition of "Excluded Disposition" appearing in Section 1.01 of the Credit
Agreement is hereby amended to read as follows:
 
 "Excluded Disposition"
means, with respect to any Consolidated Party, any Disposition consisting of
(i) the sale, lease, license, transfer or other disposition of inventory in
the ordinary course of such Consolidated Party's business, (ii) the sale,
lease, license, transfer or other disposition of machinery and equipment no
longer used or useful in the conduct of such Consolidated Party's business,
(iii) any sale, lease, license, transfer or other disposition of Property
by such Consolidated Party to any Loan Party, provided that the
Loan Parties shall cause to be executed and delivered such documents,
instruments and certificates as the Administrative Agent may request so as to
cause the Loan Parties to be in compliance with the terms of Section 7.13
after giving effect to such transaction, (iv) any Involuntary Disposition
by such Consolidated Party, (v) any Disposition by such Consolidated Party
constituting a Permitted Investment, (vi) if such Consolidated Party is not
a Loan Party, any sale, lease, license, transfer or other disposition of
Property by such Consolidated Party to any Consolidated Party that is not a Loan
Party, (vii) licenses of intellectual property in the ordinary course of
business, (viii) the contribution of life insurance policies to rabbi trusts
established in connection with executive compensation plans so long as the cost
of the insurance policies so contributed does not exceed $3,000,000 during any
fiscal year and (ix) the transfer by the Borrower of all of the Capital Stock of
Ameron (Pte) Ltd. to Ameron Singapore Brazil Holdings Pte. Ltd., a Wholly Owned
Subsidiary of the Borrower.
 
 
 2.           Section
8.02(d) of the Credit Agreement is hereby amended to read as
follows:
 
 (d)           (i)
Investments in any Person that is a Loan Party prior to giving effect to such
Investment, (ii) Investments made in connection with the formation of (but not
the Acquisition of) a new Guarantor, so long as the Loan Parties have complied
with Sections
7.12 and 7.13, (iii)
Investments made by any Restricted Subsidiary that is not a Loan Party in any
other Restricted Subsidiary that is not a Loan Party and (iv) the contribution
by the Borrower of the Capital Stock of Ameron (Pte) Ltd. to Ameron Singapore
Brazil Holdings Pte. Ltd.
 
 3.           Section
8.06(a) of the Credit Agreement is hereby amended to read as
follows:
 
 (a)           each
Restricted Subsidiary may make Restricted Payments to the Loan Parties and any
other Person that owns the Capital Stock of such Restricted Subsidiary, ratably
according to their respective holdings of the type of Capital Stock in respect
of which such Restricted Payment is being made;
 
 C.           Other
Agreements.Within ninety (90) days of
the effective date of this Amendment (or such later date as the Agent shall
determine in its reasonable discretion),the Loan Parties shall deliver
to the Collateral Agent a pledge agreement (or similar document) with respect to
65% of the Capital Stock of Ameron Singapore Brazil Holdings Pte. Ltd. governed
by the laws of the Singapore, together with a legal opinion of Singapore counsel
for the Borrower, each in form and substance reasonably satisfactory to the
Agent.
 
 D. Conditions
Precedent. This
Amendment shall be and become effective as of the date hereof when all of the
conditions set forth in this paragraph D shall have been
satisfied.
 
 1. Execution of Counterparts of
Amendment.  The Agent shall have received counterparts of this
Amendment, which collectively shall have been duly executed on behalf of each of
the Borrower, the Guarantors, the Agent and the Required
Lenders.
 
 2. Note Purchase Agreement
Amendments.  The Agent shall have received duly executed copies
of amendments to the 2003 Note Purchase Agreement and the 2005 Note Purchase
Agreement, in each case, in form and substance reasonably satisfactory to the
Agent.
 
 E.           Expenses.  The Borrower
agrees to pay all reasonable costs and expenses of the Agent in connection with
the preparation, execution and delivery of this Amendment, including without
limitation the reasonable fees and expenses of the Agent's legal
counsel.
 
 F.           Effect.  Except as
expressly modified and amended in this Amendment, all of the terms, provisions
and conditions of the Credit Agreement are and shall remain in full force and
effect and are incorporated herein by reference, and the obligations of the
Borrower and the Guarantors hereunder and under the other Loan Documents are
hereby ratified and confirmed and shall remain in full force and
effect.  Any and all other documents heretofore, now or hereafter
executed and delivered pursuant to the terms of the Credit Agreement are hereby
amended so that any reference to the Credit Agreement shall mean a reference to
the Credit Agreement as amended hereby.b
 
 2
 G.           Representations
and Warranties.  The Borrower and
each Guarantor represents and warrants to the Lenders that (i) the
representations and warranties set forth in Article VI of the Credit Agreement
are true and correct in all material respects on and as of the date hereof,
except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct as of such
earlier date, (ii) no Default exists and (iii) none of the Borrower or any
Guarantor has any counterclaims, offsets, credits or defenses to the Loan
Documents and the performance of their respective obligations thereunder, or if
the Borrower or any Guarantor has any such claims, counterclaims, offsets,
credits or defenses to the Loan Documents or any transaction related to the Loan
Documents, the same are hereby waived, relinquished and released in
consideration of the Lenders' execution and delivery of this
Amendment.
 
 H.           Counterparts.  This Amendment
may be executed in any number of counterparts (including facsimile or secure
electronic format (.pdf) signatures), each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the
same instrument.  It shall not be necessary in making proof of this
Amendment to produce or account for more than one such counterpart.
 
 I.           Governing
Law.This
Amendment and the Credit Agreement, shall be governed by and construed in
accordance with, the laws of the State of New York.
 
 J.           Successors
and Assigns.   This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
 
 K. Authorization;
Enforceability.  The Borrower and
each Guarantor hereby represent and warrant as follows:
 
 1.           The
Borrower and each Guarantor have taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
 
 2.           This
Amendment has been duly executed and delivered by the Borrower and each
Guarantor, and this Amendment and the Credit Agreement (as amended hereby)
constitute the Borrower's and the Guarantors' legal, valid and binding
obligations, enforceable in accordance with their terms, except as such
enforceability may be subject to (a) Debtor Relief Laws and (b) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding at law or in equity).
 
 3.           No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or Governmental Authority or third party is
required in connection with the execution, delivery or performance by the
Borrower or any Guarantor of this Amendment.
 
 L.           Entire
Agreement.  This Amendment
together with the other Loan Documents represent the entire agreement of the
parties and supersedes all prior agreements and understandings, oral or written
if any, relating to the Loan Documents or the transactions contemplated herein
and therein.
 
 3
  IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Amendment to be duly
executed under seal and delivered as of the date and year first above
written.
 BORROWER:
                                                  AMERON
      INTERNATIONAL

                                                      CORPORATIONBy:/s/ James R.
      McLaughlinName:
      James R. McLaughlinTitle:
      Sr. Vice President & CFOBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      EVP & Chief Operating OfficerGUARANTORS:
                                                  ISLAND
      READY-MIX CONCRETE, INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerCENTRON
      INTERNATIONAL INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerAMERICAN
      PIPE AND CONSTRUCTIONINTERNATIONALBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerCONTRADBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & Treasurer
   
  AMERCOAT
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerBONDSTRAND
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & Treasurer
  PSX
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerAMERON
      COMPOSITES INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerBOLENCO
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President &
Treasurer
   
 AGENT:
                                                                                      BANK OF AMERICA,
      N.A.,asAgentBy:
      /s/ Brenda H.
    LittleName:
      Brenda H. LittleTitle:
      Asst. Vice PresidentLENDERS:
                                                                                      BANK OF AMERICA,
      N.A.By:
      /s/ Robert W.
    TroutmanName:
      Robert W. TroutmanTitle:
      Managing Director  BNP
    PARIBASBy:
      /s/ Janice S.H.
  HoName:
      Janice S.H. HoTitle:
      Managing Director By:
      /s/ Charles C.
  JouName:
      Charles C. JouTitle:
      Vice President
 WELLS FARGO BANK,
      N.A.By:
      /s/ Jay HongName:
      Jay HongTitle:
      Vice President  UNION
      BANK OF CALIFORNIA, N.A.By:
      /s/ Peter
  ThompsonName:
      Peter ThompsonTitle:
      Vice President
  COMERICA
      BANKBy:
      /s/ Elise M.
  WalkerName:
      Elise M. WalkerTitle:
      Vice President  BANK OF
      HAWAIIBy:
      /s/ John P.
  McKennaName:
      John P. McKennaTitle:
      Vice
President




FOURTH
AMENDMENT TO CREDIT AGREEMENT
 
 THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT(the "Amendment") dated as
of August 26, 2007, is to that certain Credit Agreement dated as of January 24,
2003 (as amended and modified from time to time, the "Credit Agreement"),
by and among AMERON INTERNATIONAL CORPORATION, a Delaware corporation (the
"Borrower"),
the subsidiaries of the Borrower from time to time parties thereto and
identified as "Guarantors" on the signature pages hereto (the "Guarantors"), the
persons from time to time parties thereto and identified as "Lenders" on the
signature pages hereto (the "Lenders"), BANK OF
AMERICA, N.A., as administrative agent (the "Agent") and BANC OF
AMERICA SECURITIES LLC, as sole lead arranger and book manager.
 
 W I T N E S S E T
H
 
 WHEREAS, the Lenders have, pursuant to
the terms of the Credit Agreement, made available to the Borrower and the
Guarantors credit facilities in an aggregate amount of
$100,000,000;
 
 WHEREAS, the parties hereto have agreed
to amend the Credit Agreement as set forth herein;
 
 NOW, THEREFORE, IN CONSIDERATION of the
premises and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
 
 A.           Definitions.  Unless the
context otherwise requires, capitalized terms used but not otherwise defined
herein shall have the meanings assigned in the Credit Agreement.
 
 B. Amendment.
 
 1.           Section
8.12 of the Credit Agreement is amended by replacing "$30,000,000" with
"$50,000,000" in such section.
 
 C.           Conditions
Precedent.  This Amendment
shall be and become effective as of the date hereof upon Agent's receipt of
counterparts of this Amendment, which collectively shall have been duly executed
on behalf of each of the Borrower, the Guarantors, the Agent and the Required
Lenders.
 
 D. Expenses.  The Borrower
agrees to pay all reasonable costs and expenses of the Agent in connection with
the preparation, execution and delivery of this Amendment, including without
limitation the reasonable fees and expenses of the Agent's legal
counsel.
 
 E.           Effect.  Except as
expressly modified and amended in this Amendment, all of the terms, provisions
and conditions of the Credit Agreement are and shall remain in full force and
effect and are incorporated herein by reference, and the obligations of the
Borrower and the Guarantors hereunder and under the other Loan Documents are
hereby ratified and confirmed and shall remain in full force and
effect.  Any and all other documents heretofore, now or hereafter
executed and delivered pursuant to the terms of the Credit Agreement are hereby
amended so that any reference to the Credit Agreement shall mean a reference to
the Credit Agreement as amended hereby.
 
 F.           Representations
and Warranties.  The Borrower and
each Guarantor represents and warrants to the Lenders that (i) the
representations and warranties set forth in Article VI of the Credit Agreement
are true and correct in all material respects on and as of the date hereof,
except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct as of such
earlier date, (ii) no Default exists and (iii) none of the Borrower or any
Guarantor has any counterclaims, offsets, credits or defenses to the Loan
Documents and the performance of their respective obligations thereunder, or if
the Borrower or any Guarantor has any such claims, counterclaims, offsets,
credits or defenses to the Loan Documents or any transaction related to the Loan
Documents, the same are hereby waived, relinquished and released in
consideration of the Lenders' execution and delivery of this
Amendment.
 
 
 G.           Counterparts.  This Amendment
may be executed in any number of counterparts (including facsimile or secure
electronic format (.pdf) signatures), each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the
same instrument.  It shall not be necessary in making proof of this
Amendment to produce or account for more than one such counterpart.
 
 H.           Governing
Law.This
Amendment and the Credit Agreement, shall be governed by and construed in
accordance with, the laws of the State of New York.
 
 I.           
Successors
and Assigns.   This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
 
 J. Authorization;
Enforceability.  The Borrower and
each Guarantor hereby represent and warrant as follows:
 
 1.           The
Borrower and each Guarantor have taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
 
 2.           This
Amendment has been duly executed and delivered by the Borrower and each
Guarantor, and this Amendment and the Credit Agreement (as amended hereby)
constitute the Borrower's and the Guarantors' legal, valid and binding
obligations, enforceable in accordance with their terms, except as such
enforceability may be subject to (a) Debtor Relief Laws and (b) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding at law or in equity).
 
 3.           No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or Governmental Authority or third party
(including, without limitation, the holders of the Senior Notes) is required in
connection with the execution, delivery or performance by the Borrower or any
Guarantor of this Amendment.
 
 K.           Entire
Agreement.  This Amendment
together with the other Loan Documents represent the entire agreement of the
parties and supersedes all prior agreements and understandings, oral or written
if any, relating to the Loan Documents or the transactions contemplated herein
and therein.
 
 
 
 IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Amendment to be duly
executed under seal and delivered as of the date and year first above
written.
 BORROWER:
                                              AMERON
      INTERNATIONAL

                                                  CORPORATIONBy:
      /s/ James R.
      McLaughlinName:
      James R. McLaughlinTitle:
      SVP, CFO & TreasurerBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      EVP & Chief Operating OfficerGUARANTORS:
                                              ISLAND
      READY-MIX CONCRETE, INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice PresidentCENTRON
      INTERNATIONAL INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice PresidentAMERICAN
      PIPE AND CONSTRUCTIONINTERNATIONALBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerCONTRADBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President
  AMERCOAT
      CORPORATIONBy:/s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President  BONDSTRAND
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President
   
  PSX
      CORPORATIONBy:/s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice PresidentAMERON
      COMPOSITES INC.By:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice President & TreasurerBOLENCO
      CORPORATIONBy:
      /s/ Gary WagnerName:
      Gary WagnerTitle:
      Vice
President
   
 AGENT:
                                                                                  BANK OF AMERICA,
      N.A.,asAgentBy:
      /s/ Brenda H.
    LittleName:
      Brenda H. LittleTitle:
      Asst. Vice PresidentLENDERS:
                                                                                  BANK OF AMERICA,
      N.A.By:
      /s/ Robert W.
    TroutmanName:
      Robert W. TroutmanTitle:
      Managing Director  BNP
    PARIBASBy:
      /s/ Janice S.H.
  HoName:
      Janice S.H. HoTitle:
      Managing Director By:
      /s/ Charles C.
  JouName:
      Charles C. JouTitle:
      Vice President
 WELLS FARGO BANK,
      N.A.By:/s/ Jay HongName:
      Jay HongTitle:
      Vice President  UNION
      BANK OF CALIFORNIA, N.A.By:
      /s/ Peter
  ThomsonName:
      Peter ThomsonTitle:
      Vice President
  COMERICA
      BANKBy:
      /s/ Elise M.
  WalkerName:
      Elise M. WalkerTitle:
      Vice President  BANK OF
      HAWAIIBy:
      /s/ John
McKennaName:
      John McKennaTitle:
      Vice
President