364-DAY CREDIT AGREEMENT



Table of Contents



EXECUTION COPY


Exhibit 10.3


$300,000,000



364-DAY CREDIT AGREEMENT



Dated as of November 26, 2003



among



AETNA INC.,



as Borrower,


The Lenders Listed Herein



and



JPMORGAN CHASE BANK,

as Administrative Agent







J.P. MORGAN SECURITIES INC.,

as Lead Arranger and Sole Bookrunner,



and



BANK OF AMERICA, N.A.,

CITIBANK, N.A.,

DEUTSCHE BANK AG, NEW YORK BRANCH,



and



FLEET NATIONAL BANK,

as Co-Syndication Agents





 







TABLE OF CONTENTS




									
	ARTICLE I
		 SECTION 1.01. Definitions
		SECTION 1.02. Accounting Terms and Determinations
		SECTION 1.03. Classifications of Borrowings
	ARTICLE II
		SECTION 2.01. Commitments to Lend
		SECTION 2.02. Notice of Committed Borrowings
		SECTION 2.03. Money Market Borrowings
		SECTION 2.04. Notice to Lenders; Funding of Loans
		SECTION 2.05. Evidence of Debt
		SECTION 2.06. Maturity of Loans
		SECTION 2.07. Termination or Reduction of Commitments
		SECTION 2.08. Increase in Commitments
		SECTION 2.09. Interest Rates
		SECTION 2.10. Fees
		SECTION 2.11. Method of Electing Interest Rates
		SECTION 2.12. Prepayments
		SECTION 2.13. General Provisions as to Payments
		SECTION 2.14. Funding Losses
		SECTION 2.15. Computation of Interest and Fees
		SECTION 2.16. Regulation D Compensation
		SECTION 2.17. Term-Out Option
	ARTICLE III
		SECTION 3.01. Effectiveness
		SECTION 3.02. Borrowings
	ARTICLE IV
		SECTION 4.01. Corporate Existence and Power
		SECTION 4.02. Corporate and Governmental Authorization; No Contravention
		SECTION 4.03. Binding Effect
		SECTION 4.04. Financial Information
		SECTION 4.05. Litigation
		SECTION 4.06. Compliance with ERISA
		SECTION 4.07. Compliance with Laws and Agreements
		SECTION 4.08. Investment Company Act; Public Utility Holding Company Act
		SECTION 4.09. Full Disclosure
		SECTION 4.10. Taxes
	ARTICLE V
		SECTION 5.01. Information
		SECTION 5.02. Conduct of Business and Maintenance of Existence and Insurance
		SECTION 5.03. Minimum Adjusted Consolidated Net Worth
		SECTION 5.04. Leverage Ratio
		SECTION 5.05. Liens
		SECTION 5.06. Consolidations, Mergers and Sales of Assets
		SECTION 5.07. Use of Proceeds
		SECTION 5.08. Compliance with Laws
		SECTION 5.09. Inspection of Property, Books and Records
		SECTION 5.10. Payment of Obligations
	ARTICLE VI
		SECTION 6.01. Events of Default
		SECTION 6.02. Notice of Default
	ARTICLE VII
		SECTION 7.01. Appointment and Authorization
		SECTION 7.02. Agent and Affiliates
		SECTION 7.03. Action by Agent
		SECTION 7.04. Consultation with Experts
		SECTION 7.05. Liability of Agent
		SECTION 7.06. Indemnification
		SECTION 7.07. Credit Decision
		SECTION 7.08. Successor Agent
		SECTION 7.09. Agent’s Fees
	ARTICLE VIII
		SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair
		SECTION 8.02. Illegality
		SECTION 8.03. Increased Cost and Reduced Return
		SECTION 8.04. Taxes
		SECTION 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans
		SECTION 8.06. Substitution of Lender
		SECTION 8.07. Election to Terminate
	ARTICLE IX
		SECTION 9.01. Notices
		SECTION 9.02. No Waivers
		SECTION 9.03. Expenses; Indemnification
		SECTION 9.04. Amendments and Waivers
		SECTION 9.05. Successors and Assigns
		SECTION 9.06. New York Law
		SECTION 9.07. Counterparts; Integration
		SECTION 9.08. WAIVER OF JURY TRIAL
		SECTION 9.09. Notice and Waiver Related to Existing Credit Agreement
		SECTION 9.10. Headings
		SECTION 9.11. Disclosure
	364-DAY CREDIT AGREEMENT
	MEMORANDUM
	MEMORANDUM
	LETTER AGREEMENT
	AMENDED AND RESTATED EMPLOYMENT AGREEMENT
	LETTER
	STATEMENT RE: COMPUTATION OF RATIOS
	PORTIONS OF ANNUAL REPORT TO SECURITY HOLDERS
	SUBSIDIARIES
	CONSENT OF INDEPENDENT AUDITORS
	POWER OF ATTORNEY
	CERTIFICATION
	CERTIFICATION
	CERTIFICATION
	CERTIFICATION








Table of Contents



TABLE OF CONTENTS */




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	

	 	 	ARTICLE I
	 	 	 	 
	 	Definitions
	 	 	 	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Accounting Terms and Determinations
	 	 	12	 
	SECTION 1.03. Classifications of Borrowings
	 	 	13	 
	 	 	ARTICLE II
	 	 	 	 
	 	The Credits
	 	 	 	 
	SECTION 2.01. Commitments to Lend
	 	 	13	 
	SECTION 2.02. Notice of Committed Borrowings
	 	 	13	 
	SECTION 2.03. Money Market Borrowings
	 	 	14	 
	SECTION 2.04. Notice to Lenders; Funding of Loans
	 	 	17	 
	SECTION 2.05. Evidence of Debt
	 	 	17	 
	SECTION 2.06. Maturity of Loans
	 	 	18	 
	SECTION 2.07. Termination or Reduction of Commitments
	 	 	18	 
	SECTION 2.08. Increase in Commitments
	 	 	19	 
	SECTION 2.09. Interest Rates
	 	 	20	 
	SECTION 2.10. Fees
	 	 	22	 
	SECTION 2.11. Method of Electing Interest Rates
	 	 	22	 
	SECTION 2.12. Prepayments
	 	 	24	 
	SECTION 2.13. General Provisions as to Payments
	 	 	24	 
	SECTION 2.14. Funding Losses
	 	 	25	 
	SECTION 2.15. Computation of Interest and Fees
	 	 	26	 
	SECTION 2.16. Regulation D Compensation
	 	 	26	 
	SECTION 2.17. Term-Out Option
	 	 	26	 
	 	ARTICLE III
	 	 	 	 
	 	 	Conditions
	 	 	 	 
	SECTION 3.01. Effectiveness
	 	 	27	 
	SECTION 3.02. Borrowings
	 	 	28	 







*/ The Table of Contents is not a
part of this Agreement.

i






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	ARTICLE IV

	Representations and Warranties

	SECTION 4.01. Corporate Existence and Power
	 	 	28	 
	SECTION 4.02. Corporate and Governmental Authorization; No Contravention
	 	 	29	 
	SECTION 4.03. Binding Effect
	 	 	29	 
	SECTION 4.04. Financial Information
	 	 	29	 
	SECTION 4.05. Litigation
	 	 	29	 
	SECTION 4.06. Compliance with ERISA
	 	 	30	 
	SECTION 4.07. Compliance with Laws and Agreements
	 	 	30	 
	SECTION 4.08. Investment Company Act; Public Utility Holding Company Act
	 	 	30	 
	SECTION 4.09. Full Disclosure
	 	 	30	 
	SECTION 4.10. Taxes
	 	 	30	 
	ARTICLE V

	Covenants

	SECTION 5.01. Information
	 	 	31	 
	SECTION 5.02. Conduct of Business and Maintenance of Existence and Insurance
	 	 	32	 
	SECTION 5.03. Minimum Adjusted Consolidated Net Worth
	 	 	32	 
	SECTION 5.04. Leverage Ratio
	 	 	32	 
	SECTION 5.05. Liens
	 	 	32	 
	SECTION 5.06. Consolidations, Mergers and Sales of Assets
	 	 	33	 
	SECTION 5.07. Use of Proceeds
	 	 	34	 
	SECTION 5.08. Compliance with Laws
	 	 	34	 
	SECTION 5.09. Inspection of Property, Books and Records
	 	 	34	 
	SECTION 5.10. Payment of Obligations
	 	 	34	 
	ARTICLE VI

	Defaults

	SECTION 6.01. Events of Default
	 	 	34	 
	SECTION 6.02. Notice of Default
	 	 	37	 
	ARTICLE VII

	The Agent

	SECTION 7.01. Appointment and Authorization
	 	 	37	 
	SECTION 7.02. Agent and Affiliates
	 	 	37	 
	SECTION 7.03. Action by Agent
	 	 	37	 
	SECTION 7.04. Consultation with Experts
	 	 	37	 



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	SECTION 7.05. Liability of Agent
	 	 	37	 
	SECTION 7.06. Indemnification
	 	 	38	 
	SECTION 7.07. Credit Decision
	 	 	38	 
	SECTION 7.08. Successor Agent
	 	 	38	 
	SECTION 7.09. Agent’s Fees
	 	 	38	 
	ARTICLE VIII

	Change in Circumstances

	SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair
	 	 	39	 
	SECTION 8.02. Illegality
	 	 	39	 
	SECTION 8.03. Increased Cost and Reduced Return
	 	 	40	 
	SECTION 8.04. Taxes
	 	 	41	 
	SECTION 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans
	 	 	43	 
	SECTION 8.06. Substitution of Lender
	 	 	43	 
	SECTION 8.07. Election to Terminate
	 	 	44	 
	ARTICLE IX

	Miscellaneous

	SECTION 9.01. Notices
	 	 	44	 
	SECTION 9.02. No Waivers
	 	 	45	 
	SECTION 9.03. Expenses; Indemnification
	 	 	45	 
	SECTION 9.04. Amendments and Waivers
	 	 	46	 
	SECTION 9.05. Successors and Assigns
	 	 	46	 
	SECTION 9.06. New York Law
	 	 	48	 
	SECTION 9.07. Counterparts; Integration
	 	 	48	 
	SECTION 9.08. WAIVER OF JURY TRIAL
	 	 	48	 
	SECTION 9.09. Notice and Waiver Related to Existing Credit Agreement
	 	 	49	 
	SECTION 9.10. Headings
	 	 	49	 
	SECTION 9.11. Disclosure
	 	 	49	 



Schedules and Exhibits

Schedule 2.01  -  Commitments to Lend

Exhibit A  -  Form of Note

Exhibit B  -  Form of Money Market Quote Request

Exhibit C  -  Form of Invitation for Money Market Quotes

Exhibit D  -  Form of Money Market Quote

Exhibit E-1  -  Opinion of William C. Baskin III, Esq.

Exhibit E-2  -  Opinion of Davis Polk & Wardwell

Exhibit E-3  -  Opinion of Drinker Biddle & Reath LLP

Exhibit F  -  Form of Assignment and Assumption




iii










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	 	 	     364-DAY CREDIT AGREEMENT dated as of November 26, 2003
among AETNA INC., the LENDERS listed on the signature pages
hereof, and JPMORGAN CHASE BANK, as Administrative Agent.





     The parties hereto agree as follows:





ARTICLE I



Definitions






     SECTION 1.01. Definitions. The following terms, as used herein, have the
following meanings:


     “Absolute Rate Auction” means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.


     “Adjusted Consolidated Net Worth” means at any date the total
shareholders’ equity of the Borrower and its Consolidated Subsidiaries
determined as of such date, adjusted to exclude net unrealized capital gains
and losses.


     “Administrative Questionnaire” means, with respect to each Lender, the
administrative questionnaire in the form submitted to such Lender by the Agent
and submitted to the Agent (with a copy to the Borrower) duly completed by such
Lender.


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


     “Agent” means JPMorgan Chase Bank in its capacity as administrative agent
for the Lenders hereunder, and its successors in such capacity.


     “Applicable Lending Office” means, with respect to any Lender, (i) in the
case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of
its Money Market Loans, its Money Market Lending Office.


     “Applicable Percentage” means, with respect to any Lender, the percentage
of the total Commitments represented by such Lender’s Commitment.


     “Assignment and Assumption” means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent
is required by Section 9.05), and accepted by the Agent, in the form of Exhibit
F or any other form approved by the Agent.


     “Augmenting Lender” has the meaning set forth in Section 2.08(a).


 






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2


     “Base Rate” means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.


     “Base Rate Loan” means (i) a Committed Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or a Notice
of Interest Rate Election or the provisions of Article VIII or (ii) an overdue
amount which was a Base Rate Loan immediately before it became overdue.


     “Base Rate Margin” has the meaning set forth in Section 2.09(a).


     “Borrower” means Aetna Inc., a Pennsylvania corporation, and its
successors.


     “Borrowing” means a borrowing hereunder consisting of Loans made to the
Borrower at the same time by the Lenders pursuant to Article II. A Borrowing
is a “Base Rate Borrowing” if such Loans are Base Rate Loans, a “Euro-Dollar
Borrowing” if such Loans are Euro-Dollar Loans and a “Money Market Borrowing”
if such Loans are Money Market Loans.


     “Commitment” means, with respect to each Lender, the amount set forth
opposite the name of such Lender on Schedule 2.01 hereto, as such amount may be
terminated or reduced from time to time pursuant to Section 2.07, increased
pursuant to Section 2.08, terminated pursuant to Section 8.07 or changed
pursuant to Section 9.05.


     “Committed Loan” means a loan made by a Lender pursuant to Section 2.01;
provided that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term “Committed
Loan” shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.


     “Consolidated EBITDA” means, for any period, Consolidated Net Income for
such period plus, without duplication, to the extent deducted in determining
such Consolidated Net Income, the sum of (a) consolidated interest expense for
such period, (b) consolidated income tax expense for such period and (c) all
amounts attributable to depreciation, amortization and other similar non-cash
charges for such period; provided that, for purposes of determining
Consolidated EBITDA for any period, Consolidated Net Income for such period
shall be adjusted to exclude, without duplication, the effect on Consolidated
Net Income for such period of (i) the aggregate after-tax amount of any
nonrecurring charges taken on or before December 31, 2003, during such period
(up to an aggregate after-tax amount of $150,000,000 during such period),
including, but not limited to, charges incurred to restructure operations
and/or exit certain activities, including employee termination benefits and
other costs, (ii) any extraordinary gains or losses for such period, and (iii)
the amount of any cumulative effect adjustment associated with the Borrower’s
adoption of SFAS 142.


 






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3




     “Consolidated Net Income” means, for any period, the consolidated net
income (or loss) of the Borrower and its Consolidated Subsidiaries for such
period, determined in accordance with GAAP.


     “Consolidated Subsidiary” means, at any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of the Borrower
in its consolidated financial statements if such statements were prepared as of
such date.


     “Continuing Director” means, at any time, a director who (i) was a
director of the Borrower on the Effective Date or (ii) was nominated or elected
as a director by vote of a majority of the persons who were Continuing
Directors at the time of such nomination or election.


     “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.


     “Default” means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.


     “Disclosure Documents” means (a) the Confidential Bank Memorandum dated
October 27, 2003 and/or the Confidential Information Memorandum dated October,
2003, previously delivered to the Lenders; (b) the Borrower’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission for the period
ended December 31, 2002; (c) the Borrower’s Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission for the periods ended March
31, 2003, June 30, 2003 and September 30, 2003; and (d) the Borrower’s Current
Reports on Form 8-K filed with the Securities and Exchange Commission on or
before October 31, 2003.


     “Domestic Business Day” means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized by law to close.


     “Domestic Lending Office” means, as to each Lender, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Lender may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent.


     “Effective Date” means the date this Agreement becomes effective in
accordance with Section 3.01.


     “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.


     “ERISA Group” means all members of a controlled group of corporations and
all trades or businesses (whether or not incorporated) under common control
which,


 






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4





together with the Borrower, are treated as a single employer under Section
414 of the Internal Revenue Code.


     “Euro-Dollar Business Day” means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.


     “Euro-Dollar Lending Office” means, as to each Lender, its office, branch
or Affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or Affiliate of such
Lender as it may hereafter designate as its Euro-Dollar Lending Office by
notice to the Borrower and the Agent.


     “Euro-Dollar Loan” means (i) a Committed Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or a
Notice of Interest Rate Election or (ii) an overdue amount which was a
Euro-Dollar Loan immediately before it became overdue.


     “Euro-Dollar Margin” has the meaning set forth in Section 2.09(b).


     “Euro-Dollar Rate” means a rate of interest determined pursuant to Section
2.09(b) on the basis of the London Interbank Offered Rate.


     “Euro-Dollar Reserve Percentage” means, for any day, that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor), for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of “Eurocurrency liabilities” (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of any Lender
to United States residents).


     “Event of Default” has the meaning set forth in Section 6.01.


     “Existing Credit Agreement” means the $300,000,000 364-day revolving
credit agreement dated as of November 27, 2002, among the Borrower, the banks
party thereto and JPMorgan Chase Bank, as administrative agent.


     “Federal Funds Rate” means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day; provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds


 






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5



Rate for such day shall be the average rate quoted to JPMorgan Chase Bank
on such day on such transactions as calculated by the Agent, such calculation
to be supplied to the Borrower upon the Borrower’s request.


     “Fitch” means Fitch, Inc.


     “Fixed Rate Loans” means Euro-Dollar Loans or Money Market Loans
(excluding Money Market LIBOR Loans bearing interest at the Base Rate for the
reason stated in Section 8.01) or any combination of the foregoing.


     “GAAP” means generally accepted accounting principles in the United States
of America.


     “Group of Loans” or “Group” means at any time a group of Loans consisting
of (i) all Committed Loans which are Base Rate Loans at such time or (ii) all
Committed Loans which are Euro-Dollar Loans having the same Interest Period at
such time; provided that, if Committed Loans of any particular Lender are
converted to or made as Base Rate Loans pursuant to Article VIII, such Loans
shall be included in the same Group or Groups of Loans from time to time as
they would have been in if they had not been so converted or made.


     “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, including pursuant to any “synthetic” lease arrangement, (c) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness;
provided that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business.


     “Indebtedness” of any Person means, 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 acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable and accrued obligations incurred in the
ordinary course of business), (e) 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 property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (f)
all Guarantees by such Person of Indebtedness of others, (g) all obligations of
such Person as an account


 






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6





party to reimburse amounts drawn under any letter of credit or letter of
guaranty that constituted Indebtedness of such Person under clause (f) above
prior to drawing thereunder and (h) all obligations of such Person in respect
of leases required to be accounted for as capital leases under GAAP.



		
	 	     “Interest Period” means:
	 
	 	     (a) with respect to each Base Rate Borrowing, the period commencing
on the date of such Borrowing and ending on the next succeeding Quarterly
Date; provided that any Interest Period which would otherwise end after
the Termination Date (or, in the case of an Interest Period for Term
Loans, the Term-Out Maturity Date) shall end on the Termination Date (or
the Term-Out Maturity Date, as applicable);
	 
	 	     (b) with respect to each Euro-Dollar Loan, a period commencing on
the date of Borrowing specified in the applicable Notice of Committed
Borrowing or on the date specified in the applicable Notice of Interest
Rate Election and ending one, two, three or six months thereafter, as the
Borrower may elect in the applicable Notice or such longer period as
mutually agreed to by the Borrower and all of the Lenders; provided that:




		
	 	     (i) any Interest Period which would otherwise end on a day
which is not a Euro-Dollar Business Day shall, subject to clause
(iii) below, be extended to the next succeeding Euro-Dollar
Business Day;
	 
	 	     (ii) any Interest Period which begins on the last Euro-Dollar
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, subject to clause (c) below, end
on the last Euro-Dollar Business Day of a calendar month; and
	 
	 	     (iii) any Interest Period which would otherwise end after the
Termination Date (or, in the case of an Interest Period for Term
Loans, the Term-Out Maturity Date) shall end on the Termination
Date (or the Term-Out Maturity Date, as applicable).




		
	 	     (c) with respect to each Money Market LIBOR Loan, the period
commencing on the date of Borrowing and ending such whole number of
months thereafter as the Borrower may elect in accordance with Section
2.03; provided that:




		
	 	     (i) any Interest Period which would otherwise end on a day
which is not a Euro-Dollar Business Day shall, subject to clause
(iii) below, be extended to the next succeeding Euro-Dollar
Business Day;
	 
	 	     (ii) any Interest Period which begins on the last Euro-Dollar
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



 






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7






		
	 	     Interest Period) shall, subject to clause (d) below, end on the
last Euro-Dollar Business Day of a calendar month; and




		
	 	     (iii) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date;




		
	 	     (d) with respect to each Money Market Absolute Rate Loan, the period
commencing on the date of Borrowing and ending such number of days
thereafter (but not less than seven days) as the Borrower may elect in
accordance with Section 2.03; provided that:




		
	 	     (i) any Interest Period which would otherwise end on a day
which is not a Euro-Dollar Business Day shall, subject to clause
(ii) below, be extended to the next succeeding Euro-Dollar
Business Day; and
	 
	 	     (ii) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.



     “Internal Revenue Code” means the Internal Revenue Code of 1986, as
amended, or any successor statute.


     “Invitation for Money Market Quotes” means an invitation from the Agent to
the Lenders to submit Money Market Quotes pursuant to Section 2.03(c).


     “Lender” means each financial institution listed on the signature pages
hereof, and its successors and assignees.


     “Level I Period” means any period during which any long-term Senior
Unsecured Debt of the Borrower has ratings that are better than or equal to at
least two of the following three ratings: (i) A by S&P and/or (ii) A2 by
Moody’s and/or (iii) A by Fitch; provided that if S&P or Moody’s or Fitch
changes its rating system after the date hereof, the new rating of such rating
agency that most closely corresponds to the level specified above for such
rating agency shall be substituted for such level.


     “Level II Period” means any period (other than a Level I Period) during
which any long-term Senior Unsecured Debt of the Borrower has ratings that are
better than or equal to at least two of the following three ratings: (i) A- by
S&P and/or (ii) A3 by Moody’s and/or (iii) A- by Fitch; provided that if S&P or
Moody’s or Fitch changes its rating system after the date hereof, the new
rating of such rating agency that most closely corresponds to the level
specified above for such rating agency shall be substituted for such level.


     “Level III Period” means any period (other than a Level I Period or a
Level II Period) during which any long-term Senior Unsecured Debt of the
Borrower has ratings which are better than or equal to at least two of the
following three ratings: (i) BBB+ by S&P and/or (ii) Baa1 by Moody’s and/or
(iii) BBB+ by Fitch; provided that if S&P or Moody’s or Fitch changes its
rating system after the date hereof, the new rating


 






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of such agency that most closely corresponds to the level specified above
for such rating agency shall be substituted for such level.


     “Level IV Period” means any period (other than a Level I Period, Level II
Period or Level III Period) during which any long-term Senior Unsecured Debt of
the Borrower has ratings which are better than or equal to at least two of the
following three ratings: (i) BBB by S&P and/or (ii) Baa2 by Moody’s and/or
(iii) BBB by Fitch; provided that if S&P or Moody’s or Fitch changes its rating
system after the date hereof, the new rating of such agency that most closely
corresponds to the level specified above for such rating agency shall be
substituted for such level.


     “Level V Period” means any period (other than a Level I Period, Level II
Period, Level III Period or Level IV Period) during which any long-term Senior
Unsecured Debt of the Borrower has ratings which are better than or equal to at
least two of the following three ratings: (i) BBB- by S&P and/or (ii) Baa3 by
Moody’s and/or (iii) BBB- by Fitch; provided that if S&P or Moody’s or Fitch
changes its rating system after the date hereof, the new rating of such agency
that most closely corresponds to the level specified above for such rating
agency shall be substituted for such level.


     “Level VI Period” means any period (other than a Level I Period, Level II
Period, Level III Period, Level IV Period or Level V Period) during which any
long-term Senior Unsecured Debt of the Borrower has ratings which are better
than or equal to at least two of the following three ratings: (i) BB+ by S&P
and/or (ii) Ba1 by Moody’s and/or (iii) BB+ by Fitch; provided that if S&P or
Moody’s or Fitch changes its rating system after the date hereof, the new
rating of such agency that most closely corresponds to the level specified
above for such rating agency shall be substituted for such level.


     “Level VII Period” means any period other than a Level I Period, Level II
Period, Level III Period, Level IV Period, Level V Period or Level VI Period.


     “Leverage Ratio” means, as of the end of any fiscal quarter of the
Borrower, the ratio of (a) Total Debt as of such date to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters of the Borrower then
ended.


     “LIBOR Auction” means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the London Interbank Offered Rate pursuant to
Section 2.03.


     “Lien” means, with respect to any asset, any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset.


     “Loan” means a Base Rate Loan, a Euro-Dollar Loan or a Money Market Loan
and “Loans” means any combination of the foregoing.


     “London Interbank Offered Rate” has the meaning set forth in Section
2.09(b).


 






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     “Material Subsidiary” means a Consolidated Subsidiary of the Borrower
that, as of the time of determination of whether such Consolidated Subsidiary
is a “Material Subsidiary”, accounted on a consolidated basis for 10% or more
of the total assets of the Borrower and its Consolidated Subsidiaries (i) as of
September 30, 2003, until the first consolidated financial statements of the
Borrower are delivered to the Agent pursuant to Section 5.01(a) or (b) and,
thereafter, (ii) as of the most recent date for which a consolidated balance
sheet of the Borrower has been delivered to the Agent pursuant to Section
5.01(a) or (b); provided that, for purposes of Article VI, if any event or
combination of events described in clauses (g) and (h) of Section 6.01 occur
with respect to any one or more Consolidated Subsidiaries that are not Material
Subsidiaries but in the aggregate would constitute a Material Subsidiary if
such Consolidated Subsidiaries constituted a single Consolidated Subsidiary,
then such Consolidated Subsidiaries shall be deemed collectively to constitute
a Material Subsidiary for purposes of such clauses.


     “Minimum Adjusted Consolidated Net Worth” means, as of the end of any
fiscal quarter of the Borrower, the sum of (a) $5,000,000,000 plus (b) in the
case of any determination as of the end of any fiscal quarter ending after
December 31, 2002, the amount equal to 50% of Consolidated Net Income in
respect of each fiscal quarter of the Borrower as to which Consolidated Net
Income is a positive amount and that ends after December 31, 2002, and on or
prior to such date of determination; provided that the amount of “Minimum
Adjusted Consolidated Net Worth” as of any date shall be reduced on a
dollar-for-dollar basis by the aggregate after-tax amount of any nonrecurring
charges (up to an aggregate after-tax amount of $150,000,000) taken after
September 30, 2002, and on or before December 31, 2003, including, but not
limited to, charges incurred to restructure operations and/or exit certain
activities, including employee termination benefits and other costs.


     “Money Market Absolute Rate” has the meaning set forth in Section 2.03(d).


     “Money Market Absolute Rate Loan” means a loan made or to be made by a
Lender pursuant to an Absolute Rate Auction.


     “Money Market Lending Office” means, as to each Lender, its Domestic
Lending Office or such other office or branch of such Lender as it may
hereafter designate as its Money Market Lending Office by notice to the
Borrower and the Agent; provided that any Lender may from time to time by
notice to the Borrower and the Agent designate separate Money Market Lending
Offices for its Money Market LIBOR Loans, on the one hand, and its Money Market
Absolute Rate Loans, on the other hand, in which case all references herein to
the Money Market Lending Office of such Lender shall be deemed to refer to
either or both of such offices, as the context may require.


     “Money Market LIBOR Loan” means a loan made or to be made by a Lender
pursuant to a LIBOR Auction (including such a loan bearing interest at the Base
Rate for the reason stated in Section 8.01).


 






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10


     “Money Market Loan” means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.


     “Money Market Margin” has the meaning set forth in Section 2.03(d).


     “Money Market Quote” means an offer by a Lender to make a Money Market
Loan in accordance with Section 2.03.


     “Money Market Quote Request” means a request by the Borrower to the
Lenders to make Money Market Loans in accordance with Section 2.03(b).


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


     “Notes” means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and “Note” means any one of such promissory notes issued hereunder.


     “Notice of Borrowing” means a Notice of Committed Borrowing (as defined in
Section 2.02) or a Notice of Money Market Borrowing (as defined in Section
2.03(f)).


     “Notice of Interest Rate Election” has the meaning set forth in Section
2.11.


     “Other Taxes” has the meaning set forth in Section 8.04(a).


     “Participant” has the meaning set forth in Section 9.05(e).


     “PBGC” means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.


     “Person” means an individual, a corporation, a limited liability company,
a partnership, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.


     “Plan” means at any time an employee pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum funding standards under Section
412 of the Internal Revenue Code and is either (i) maintained by a member of
the ERISA Group for employees of a member of the ERISA Group or (ii) maintained
pursuant to a collective bargaining agreement or any other arrangement under
which more than one employer makes contributions and to which a member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions.


     “Prime Rate” means the rate of interest publicly announced by JPMorgan
Chase Bank in New York City from time to time as its Prime Rate.


 






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     “Quarterly Date” means the last Domestic Business Day of each March, June,
September and December.


     “Regulation U” means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.


     “Reportable Event” means any reportable event as defined in Section
4043(c) of ERISA or the regulations issued thereunder (other than a Reportable
Event as to which the 30-day notice requirement has been waived by applicable
regulation) with respect to a Plan (other than a Plan maintained by a member of
an applicable ERISA Group that is considered a member of such ERISA Group only
pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code).


     “Required Capital” has the meaning set forth in Section 8.03(b).


     “Required Lenders” means at any time Lenders having at least 51% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding at least 51% of the aggregate unpaid principal amount of
the Loans.


     “Responsible Financial Officer” means chief financial officer, treasurer,
chief accounting officer or senior corporate finance officer.


     “Revolving Credit Period” means the period from the Effective Date to and
including the Termination Date.


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


     “Senior Unsecured Debt” means indebtedness for borrowed money that is not
subordinated to any other indebtedness for borrowed money and is not secured or
supported by a guarantee, letter of credit or other form of credit enhancement.


     “SFAS 142” means Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangibles.


     “Subsidiary” means any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Borrower.


     “Taxes” has the meaning set forth in Section 8.04(a).


     “Termination Date” means November 24, 2004, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.


     “Term Loan” means a Committed Loan that remains outstanding after the
Termination Date as a result of the exercise by the Borrower of its rights
under Section 2.17.


 






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12


     “Term-Out Maturity Date” means the date that is one year after the
Termination Date or, if such day is not a Euro-Dollar Business Day, the next
day thereafter that is a Euro-Dollar Business Day.


     “Three-Year Credit Agreement” means the three-year credit agreement dated
as of November 27, 2002, among the Borrower, the banks party thereto and
JPMorgan Chase Bank, as administrative agent.


     “Total Debt” means, as of any date, the aggregate principal amount of
Indebtedness of the Borrower and its Consolidated Subsidiaries as of such date
(whether or not such Indebtedness would be reflected on a consolidated balance
sheet prepared as of such date in accordance with GAAP), determined on a
consolidated basis.


     “Trigger Event” has the meaning set forth in Section 8.03(c).


     “Usage” means at any date the percentage equivalent of a fraction (i) the
numerator of which is the sum of (a) the aggregate outstanding principal amount
of the Loans (including Money Market Loans) at such date, and (b) the aggregate
outstanding principal amount of all “Loans” (including “Money Market Loans”)
and the aggregate undrawn amount of all outstanding “Letters of Credit” and all
unreimbursed drawings thereunder at such date, in each case under and as
defined in the Three-Year Credit Agreement, and (ii) the denominator of which
is the sum of (a) the aggregate amount of the Commitments at such date, after
giving effect to any reduction or increase in the Commitments on such date, and
(b) the aggregate amount of the “Commitments” on such date under and as defined
in the Three-Year Credit Agreement, after giving effect to any reduction or
increase in the “Commitments” on such date, under and as defined in the
Three-Year Credit Agreement; provided that if the Commitments have terminated
but the Borrower has exercised the term-out option described in Section 2.17,
“Usage” shall be deemed, on any date of determination, to be greater than 33%.





     SECTION 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP as
in effect from time to time, applied on a basis consistent (except for changes
concurred in by the Borrower’s independent public accountants) with the most
recent audited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries delivered to the Lenders; provided that, if the
Borrower notifies the Agent that the Borrower requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof on the operation of such provision
(or if the Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change in GAAP shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.


 






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     SECTION 1.03. Classifications of Borrowings. Borrowings are classified
for purposes of this Agreement either by reference to the pricing of Loans
comprising such Borrowing (e.g., a “Euro-Dollar Borrowing” is a Borrowing
comprised of Euro-Dollar Loans) or by reference to the provisions of Article II
under which participation therein is determined (i.e., a “Committed Borrowing”
is a Borrowing under Section 2.01 in which all Lenders participate in
proportion to their Commitments, while a “Money Market Borrowing” is a
Borrowing under Section 2.03 in which the Lender participants are determined on
the basis of their bids).





ARTICLE II



The Credits






     SECTION 2.01. Commitments to Lend. On the terms and conditions set forth
in this Agreement, each Lender severally agrees to lend to the Borrower, from
time to time during the Revolving Credit Period, amounts not to exceed in the
aggregate at any one time outstanding the amount of such Lender’s Commitment.
Each Borrowing under this Section 2.01 shall be in an aggregate principal
amount of $15,000,000 or any larger multiple of $1,000,000 (except that any
such Borrowing may be in the aggregate amount of the unused Commitments) and
shall be made from the several Lenders ratably in proportion to their
respective Commitments. Within the foregoing limits, the Borrower may borrow
under this Section, repay, or to the extent permitted by Section 2.12, prepay
Loans and reborrow at any time during the Revolving Credit Period under this
Section. Failure by any Lender to make Loans as required under the terms of
this Agreement will not relieve any other Lender of its obligations hereunder.
Notwithstanding the foregoing, any Money Market Loans made by a Lender shall be
deemed usage of the total Commitments for the purpose of availability, but
shall not reduce such Lender’s obligation to lend its pro rata share of its
Commitment.





     SECTION 2.02. Notice of Committed Borrowings. The Borrower shall give the
Agent notice (a “Notice of Committed Borrowing”) not later than 10:30 A.M. (New
York City time) on (x) the date of each Base Rate Borrowing and (y) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:



		
	 	     (a) the date of such Borrowing, which shall be a Domestic Business
Day in the case of a Base Rate Borrowing and a Euro-Dollar Business Day
in the case of a Euro-Dollar Borrowing,
	 
	 	     (b) the aggregate amount of such Borrowing,
	 
	 	     (c) whether the Loans comprising such Borrowing are to be Base Rate
Loans or Euro-Dollar Loans, and
	 
	 	     (d) in the case of a Euro-Dollar Borrowing, the duration of the
initial Interest Period applicable thereto, subject to the provisions of
the definition of Interest Period.



 






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14





     SECTION 2.03. Money Market Borrowings. (a) The Money Market Option. In
addition to Committed Loans pursuant to Section 2.01, the Borrower may, as set
forth in this Section, request the Lenders from time to time during the
Revolving Credit Period to make offers to make Money Market Loans to the
Borrower. The Lenders may, but shall have no obligation to, make such offers
and the Borrower may, but shall have no obligation to, accept any such offers
in the manner set forth in this Section.


     (b)Money Market Quote Request. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received no later
than 10:00 A.M. (New York City time) on (x) the fourth Euro-Dollar Business Day
prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction
or (y) the Domestic Business Day next preceding the date of Borrowing proposed
therein, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Agent shall have mutually agreed
upon and shall have notified to the Lenders not later than the date of the
Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction
for which such change is to be effective) specifying:



		
	 	     (i) the proposed date of Borrowing, which shall be a Euro-Dollar
Business Day in the case of a LIBOR Auction or a Domestic Business Day in
the case of an Absolute Rate Auction,
	 
	 	     (ii) the aggregate amount of such Borrowing, which shall be
$15,000,000 or a larger multiple of $1,000,000,
	 
	 	     (iii) the duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period, and
	 
	 	     (iv) whether the Money Market Quotes requested are to set forth a
Money Market Margin or a Money Market Absolute Rate.



The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or following
notice to each of the Lenders, such other number of days as the Borrower and
the Agent may agree upon) of any other Money Market Quote Request.


     (c)  Invitation for Money Market Quotes. Promptly upon receipt of a Money
Market Quote Request, the Agent shall send to the Lenders by telex or facsimile
transmission an Invitation for Money Market Quotes substantially in the form of
Exhibit C hereto, which shall constitute an invitation by the Borrower to each
Lender to submit Money Market Quotes offering to make the Money Market Loans to
which such Money Market Quote Request relates in accordance with this Section.


 






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15


     (d)  Submission and Contents of Money Market Quotes. (i) Each Lender may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must
be submitted to the Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 9.01 not later than (x) 9:30 A.M. (New York
City time) on the third Euro-Dollar Business Day prior to the proposed date of
Borrowing, in the case of a LIBOR Auction, or (y) 9:30 A.M. (New York City
time) on the proposed date of Borrowing, in the case of an Absolute Rate
Auction (or, in either case, such other time or date as the Borrower and the
Agent shall have mutually agreed and shall have notified to the Lenders not
later than the date of the Money Market Quote Request for the first LIBOR
Auction or Absolute Rate Auction for which such change is to be effective);
provided that Money Market Quotes submitted by the Agent (or any Affiliate of
the Agent) in the capacity of a Lender may be submitted, and may only be
submitted, if the Agent or such Affiliate notifies the Borrower of the terms of
the offer or offers contained therein not later than (x) 9:15 A.M. (New York
City time) on the third Euro-Dollar Business Day prior to the proposed date of
Borrowing, in the case of a LIBOR Auction or (y) 9:15 A.M. (New York City time)
on the proposed date of Borrowing, in the case of an Absolute Rate Auction.
Subject to Articles III and VI, any Money Market Quote so made shall be
irrevocable except with the written consent of the Agent given on the
instructions of the Borrower.


     (ii)  Each Money Market Quote shall be in substantially the form of Exhibit
D hereto and shall in any case specify:



		
	 	     (A) the proposed date of Borrowing,
	 
	 	     (B) the principal amount of the Money Market Loan for which each
such offer is being made, which principal amount (x) may be greater than
or less than the Commitment of the quoting Lender, (y) must be
$15,000,000 or a larger multiple of $1,000,000 and (z) may not exceed the
principal amount of Money Market Loans for which offers were requested,
	 
	 	     (C) in the case of a LIBOR Auction, the margin above or below the
applicable London Interbank Offered Rate (the “Money Market Margin”)
offered for each such Money Market Loan, expressed as a percentage
(rounded to the nearest 1/10,000th of 1%) to be added to or subtracted
from such base rate,
	 
	 	     (D) in the case of an Absolute Rate Auction, the rate of interest
per annum (rounded to the nearest 1/10,000th of 1%) (the “Money Market
Absolute Rate”) offered for each such Money Market Loan, and
	 
	 	     (E) the identity of the quoting Lender.



A Money Market Quote may set forth up to five separate offers by the quoting
Lender with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.



		
	 	     (iii) Any Money Market Quote shall be disregarded if it:



 






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16



		
	 	     (A) is not substantially in conformity with Exhibit D hereto or does
not specify all of the information required by subsection (d)(ii);
	 
	 	     (B) contains qualifying, conditional or similar language;
	 
	 	     (C) proposes terms other than or in addition to those set forth in
the applicable Invitation for Money Market Quotes; or
	 
	 	     (D) arrives after the time set forth in subsection (d)(i).



     (e)  Notice to Borrower. The Agent shall promptly notify the Borrower of
the terms (x) of any Money Market Quote submitted by a Lender that is in
accordance with subsection (d) and (y) of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Lender with respect to the same Money Market Quote Request.
Any such subsequent Money Market Quote shall be disregarded by the Agent unless
such subsequent Money Market Quote is submitted solely to correct a manifest
error in such former Money Market Quote. The Agent’s notice to the Borrower
shall specify (A) the aggregate principal amount of Money Market Loans for
which offers have been received for each Interest Period specified in the
related Money Market Quote Request, (B) the respective principal amounts and
Money Market Margins or Money Market Absolute Rates, as the case may be, so
offered (including the names of the Lenders) and (C) if applicable, limitations
on the aggregate principal amount of Money Market Loans for which offers in any
single Money Market Quote for any Interest Period may be accepted.


     (f)  Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Agent shall have mutually agreed
upon and shall have notified to the Lenders not later than the date of the
Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction
for which such change is to be effective), the Borrower shall notify the Agent
of its acceptance or non-acceptance of the offers so notified to it pursuant to
subsection (e). In the case of acceptance, such notice (a “Notice of Money
Market Borrowing”) shall specify the aggregate principal amount of offers for
each Interest Period that are accepted. The Borrower may accept any Money
Market Quote for any Interest Period in whole or in part; provided that:



		
	 	     (i) the aggregate principal amount of each Money Market Borrowing
may not exceed the applicable amount set forth in the related Money
Market Quote Request,
	 
	 	     (ii) the principal amount of each Money Market Borrowing must be
$15,000,000 or a larger multiple of $1,000,000,
	 
	 	     (iii) acceptance of offers may only be made on the basis of
ascending Money Market Margins or Money Market Absolute Rates, as the
case may be, and




 










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17



		
	 	     (iv) the Borrower may not accept any offer that is described in
subsection (d)(iii) or that otherwise fails to comply with the
requirements of this Agreement.



     (g)  Allocation by Agent. If offers are made by two or more Lenders with
the same Money Market Margins or Money Market Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by the Agent among such Lenders as nearly as possible (in
multiples of such number, not greater than $1,000,000 as the Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determinations by the Agent of the pro rata amounts of Money Market Loans shall
be conclusive in the absence of manifest error.






     SECTION 2.04. Notice to Lenders; Funding of Loans. (a) Upon receipt of a
Notice of Borrowing, the Agent shall promptly notify each Lender of the
contents thereof and of such Lender’s share (if any) of such Borrowing and such
Notice of Borrowing shall not thereafter be revocable by the Borrower.


     (b)  Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Lender participating therein shall make available its share of
such Borrowing, in Federal or other funds immediately available in New York
City, to the Agent at its address specified in or pursuant to Section 9.01.
Unless the Agent determines that any applicable condition specified in Article
III has not been satisfied, the Agent will make the funds so received from the
Lenders available to the Borrower at the Agent’s aforesaid address.


     (c)  Unless the Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the Agent
such Lender’s share of such Borrowing, the Agent may assume that such Lender
has made such share available to the Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.04 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such share available to the Agent, such Lender and the Borrower severally
agree to repay to the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the Agent, at
(i) in the case of the Borrower, a rate per annum equal to the higher of the
Federal Funds Rate and the interest rate applicable thereto pursuant to Section
2.09 and (ii) in the case of such Lender, the Federal Funds Rate. If such
Lender shall repay to the Agent such corresponding amount, such amount so
repaid shall constitute such Lender’s Loan included in such Borrowing for
purposes of this Agreement.







     SECTION 2.05. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.


 






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18


     (b)  The Agent shall maintain accounts in which it shall record (i) the
Commitment of each Lender and the amount of each Loan made hereunder by such
Lender, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Agent hereunder for the accounts of the
Lenders and each Lender’s share thereof.


     (c)  The entries made in the accounts maintained pursuant to paragraph (b)
of this Section 2.05 shall be evidence of the existence and amounts of the
obligations recorded therein and shall be presumptively correct absent
demonstrable error; provided that the failure of the Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this Agreement.


     (d)  Any Lender may request in writing that Loans made by it be evidenced
by a Note. In such event, the Borrower shall prepare, execute and deliver to
such Lender a Note payable to the order of such Lender in the form of Exhibit
A. Thereafter, the Loans evidenced by such Note and interest thereon shall at
all times (including after assignment pursuant to Section 9.05) be represented
by one or more Notes in such form payable to the order of the payee named
therein.


     (e)  Each Lender agrees that it will cancel and return to the Borrower all
Notes then held by it upon the earlier of (i) the Termination Date (or, in the
case of any Note or Notes evidencing Term Loans, the Term-Out Maturity Date);
provided that no Default shall have then occurred and be continuing or (ii) the
date such Lender’s Commitment has been terminated and there are no Loans
outstanding to or accrued interest owing to such Lender.







     SECTION 2.06. Maturity of Loans. (a) The Committed Loans of each Lender
shall mature, and the principal amount thereof shall be due and payable,
together with accrued interest thereon, on the Termination Date (or, in the
case of Term Loans, the Term-Out Maturity Date).


     (b)  Each Money Market Loan shall mature, and the principal amount thereof
shall be due and payable, together with accrued interest thereon, on the last
day of the Interest Period applicable to such Money Market Loan.







     SECTION 2.07. Termination or Reduction of Commitments. (a) The
Commitments of each Lender shall terminate on the Termination Date.


     (b)  During the Revolving Credit Period the Borrower may, upon at least
three Domestic Business Days’ notice to the Agent, terminate the Commitments at
any time, if no Loans are outstanding at such time.


     (c) During the Revolving Credit Period the Borrower may, upon at least
three Domestic Business Days’ notice to the Agent, ratably reduce the
Commitments from time to time by an aggregate amount of $10,000,000 or any
larger multiple of


 






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19


$1,000,000, but only to the extent that the aggregate amount of the
Commitments exceeds the aggregate outstanding principal amount of the Loans.





     SECTION 2.08. Increase in Commitments. (a) During the Revolving Credit
Period, the Borrower may, by written notice to the Agent (which shall promptly
deliver a copy to each of the Lenders), request at any time or from time to
time that the total Commitments be increased; provided that (i) the aggregate
amount of all such increases pursuant to this Section shall not exceed
$75,000,000, (ii) the Borrower shall offer each Lender the opportunity to
increase its Commitment by its Applicable Percentage of the proposed increased
amount, and (iii) each Lender, in its sole discretion, may either (A) agree to
increase its Commitment by all or a portion of the offered amount or (B)
decline to increase its Commitment. Any such notice shall set forth the amount
of the requested increase in the total Commitments and the date on which such
increase is requested to become effective. In the event that the Lenders shall
have agreed to increase their Commitments by an aggregate amount less than the
increase in the total Commitments requested by the Borrower, the Borrower may
arrange for one or more banks or other financial institutions (any such bank or
other financial institution being called an “Augmenting Lender”), which may
include any Lender, to extend Commitments or increase its existing Commitments
in an aggregate amount equal to the unsubscribed amount; provided that (i) each
Augmenting Lender, if not already a Lender hereunder, shall be subject to the
approval of the Agent (which approval shall not be unreasonably withheld) and
(ii) each Augmenting Lender, if not already a Lender hereunder, shall become a
party to this Agreement by completing and delivering to the Agent a duly
executed accession agreement in a form satisfactory to the Agent and the
Borrower. Increases and new Commitments created pursuant to this paragraph (a)
shall become effective on the date specified in the notice delivered by the
Borrower pursuant to the first sentence of this paragraph. Notwithstanding the
foregoing, no increase in the total Commitments (or in the Commitment of any
Lender) shall become effective under this paragraph unless, (i) on the date of
such increase, the conditions set forth in clauses (b) and (d) of Section 3.02
shall be satisfied (as though a Borrowing were being made on such date) and the
Agent shall have received a certificate to that effect dated such date and
executed by a Responsible Financial Officer of the Borrower, and (ii) the Agent
shall have received (to the extent requested by the Agent reasonably in advance
of such date) documents consistent with those delivered under clauses (c) and
(d) of Section 3.01 as to the corporate power and authority of the Borrower to
borrow hereunder and as to the enforceability of this Agreement after giving
effect to such increase.


     (b) At the time that any increase in the total Commitments pursuant to
paragraph (a) above (a “Commitment Increase”) becomes effective, if any
Committed Loans are outstanding, the Borrower shall prepay in accordance with
Section 2.12 the aggregate principal amount of all Committed Loans outstanding
(the “Initial Loans”); provided that (i) nothing in this Section shall prevent
the Borrower from funding the prepayment of Initial Loans with concurrent
Borrowings hereunder in accordance with the provisions of this Agreement,
giving effect to the Commitment Increase, and (ii) no such prepayment shall be
required if, after giving effect to the Commitment Increase, each Lender has
the same Applicable Percentage as immediately prior to such Commitment
Increase.


 






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20





     SECTION 2.09. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the
date such Loan is made until it becomes due, at a rate per annum equal to the
Base Rate Margin plus the Base Rate for such day. Such interest shall be
payable for each Interest Period on the earlier of (i) the last day of the
Interest Period applicable thereto or (ii) the Termination Date (or, in the
case of Term Loans, the Term-Out Maturity Date). Any overdue principal of and,
to the extent permitted by law, overdue interest on any Base Rate Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the sum of 2% plus the Base Rate Margin plus the Base Rate for such
day.


     The “Base Rate Margin” applicable to any Base Rate Loan outstanding on any
day, subject to paragraph (c) of this Section, means:



		
	 	     (i) if such day falls within a Level I Period, Level II Period,
Level III Period or Level IV Period, then 0%;




		
	 	     (ii) if such day falls within a Level V Period, then 0.400%;




		
	 	     (iii) if such day falls within a Level VI Period, then 0.700%; and




		
	 	     (iv) if such day falls within a Level VII Period, then 1.250%.



     (b)  Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for each Interest Period applicable thereto, at a rate per
annum equal to the sum of the Euro-Dollar Margin plus the applicable London
Interbank Offered Rate. Such interest shall be payable for each Interest
Period on the earlier of (i) the last day thereof, (ii) three months after the
initial date thereof and, if such Interest Period is longer than three months,
at intervals of three months thereafter or (iii) the Termination Date (or, in
the case of Term Loans, the Term-Out Maturity Date).


     “Euro-Dollar Margin” applicable to any Euro-Dollar Loan outstanding on any
day, subject to paragraph (c) of this Section, means: (A) if Usage on such day
is less than or equal to 33%:



		
	 	     (i) if such day falls within a Level I Period, then 0.420%;




		
	 	     (ii) if such day falls within a Level II Period, then 0.525%;
	 
	 	     (iii) if such day falls within a Level III Period, then 0.750%;
	 
	 	     (iv) if such day falls within a Level IV Period, then 0.850%;
	 
	 	     (v) if such day falls within a Level V Period, then 1.150%;
	 
	 	     (vi) if such day falls within a Level VI Period, then 1.450%; and
	 
	 	     (vii) if such day falls within a Level VII Period, then 2.000%; or



 






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     (B)  if Usage on such day is greater than 33%:



		
	 	     (i) if such day falls within a Level I Period, then 0.545%;
	 
	 	     (ii) if such day falls within a Level II Period, then 0.650%;
	 
	 	     (iii) if such day falls within a Level III Period, then 0.875%;
	 
	 	     (iv) if such day falls within a Level IV Period, then 1.100%;
	 
	 	     (v) if such day falls within a Level V Period, then 1.400%;
	 
	 	     (vi) if such day falls within a Level VI Period, then 1.700%; and
	 
	 	     (vii) if such day falls within a Level VII Period, then 2.250%.



     The “London Interbank Offered Rate” applicable to any Interest Period
means the rate per annum (rounded upwards, if necessary, to the nearest 1/32 of
1%) appearing on the Moneyline Telerate Screen page 3750 (or any successor
page) as the London interbank offered rate for deposits in U.S. dollars at
11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of
such Interest Period for a period equal to such Interest Period; provided that,
if for any reason such rate is not available, the term “London Interbank
Offered Rate” applicable to any Interest Period shall mean the rate per annum
(rounded upwards, if necessary, to the nearest 1/32 of 1%) appearing on Reuters
Screen LIBO Page (or any successor page) as the London interbank offered rate
for deposits in U.S. dollars at approximately 11:00 A.M. (London time) two
Euro-Dollar Business Days before the first day of such Interest Period for a
period equal to such Interest Period; provided, however, if more than one rate
is specified on Reuters Screen LIBO Page (or any successor page), the
applicable rate shall be the arithmetic mean of all such rates.


     (c)  After the Termination Date, the Base Rate Margin or Euro-Dollar Margin
applicable to any Term Loan shall be increased by 0.250%.


     (d) Any overdue principal of and, to the extent permitted by law, overdue
interest on any Euro-Dollar Loan shall bear interest, payable on demand, for
each day from and including the date payment thereof was due to but excluding
the date of actual payment, at a rate per annum equal to the sum of 2% plus the
Euro-Dollar Margin plus the higher of (i) the London Interbank Offered Rate
applicable to such Loan and (ii) the average (rounded upward, if necessary, to
the next higher 1/100 of 1%) of the respective rates per annum at which one day
(or, if such amount due remains unpaid more than three Euro-Dollar Business
Days, then for such other period of time not longer than three months as the
Agent may select) deposits in dollars in an amount approximately equal to such
overdue payment due to the Agent are offered to the Agent in the London
interbank market for the applicable period determined as provided above (or, if
the circumstances described in Section 8.01 shall exist, at a rate per annum
equal to the sum of 2% plus the Base Rate Margin plus the Base Rate for such
day).


 






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     (e)  Subject to clause (y) of Section 8.01, each Money Market LIBOR Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the sum of the
London Interbank Offered Rate for such Interest Period plus (or minus) the
Money Market Margin quoted by the Lender making such Loan in accordance with
Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by
the Lender making such Loan in accordance with Section 2.03. Such interest
shall be payable for each Interest Period on the earlier of (i) the last day
thereof, (ii) three months after the initial date thereof and, if such Interest
Period is longer than three months, at intervals of three months thereafter or
(iii) the Termination Date. Any overdue principal of and, to the extent
permitted by law, overdue interest on any Money Market Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to the sum of 2% plus the Base Rate Margin plus the Base Rate for such day.


     (f)  The Agent shall determine (in accordance with this Agreement) each
interest rate applicable to the Loans hereunder. The Agent shall give prompt
notice to the Borrower by telecopy and the participating Lenders by telex,
cable or telecopy of each rate of interest so determined, and its determination
thereof shall be conclusive in the absence of manifest error.





     SECTION 2.10. Fees. (a) Facility Fee. The Borrower shall pay to the
Agent for the account of the Lenders, ratably in proportion to their
Commitments (or, if the Commitments have terminated, ratably in proportion to
their outstanding Loans), a facility fee at the rate of (i) 0.080% per annum
during each Level I Period, (ii) 0.100% per annum during each Level II Period,
(iii) 0.125% per annum during each Level III Period, (iv) 0.150% per annum
during each Level IV Period, (v) 0.225% per annum during each Level V Period,
(vi) 0.300% during each Level VI Period and (vii) 0.500% during each Level VII
Period. Such facility fee shall accrue (i) from and including the Effective
Date to but excluding the last day of the Revolving Credit Period, in each
case, on the daily average aggregate amount of the Commitments (whether used or
unused) and (ii) if any Loans remain outstanding after the Revolving Credit
Period (including any Term Loans), from and including the last day of the
Revolving Credit Period to but excluding the date such Loans shall be repaid in
full, on the daily average aggregate outstanding principal amount of such
Loans.


     (b)  Payments. Except as otherwise indicated, accrued facility fees under
this Section 2.10 shall be payable quarterly in arrears on (i) each Quarterly
Date, (ii) the Termination Date and (iii) if any Loans remain outstanding after
the Revolving Credit Period, the date such Loans shall be repaid in full;
provided that accrued facility fees on outstanding Term Loans shall constitute
additional interest on such Loans and shall be payable at the times that
accrued interest thereon is payable under this Agreement.





     SECTION 2.11. Method of Electing Interest Rates. (a) The Loans included
in each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Committed Borrowing.
Thereafter,


 






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the Borrower may from time to time elect to change or continue the type of
interest rate borne by each Group of Loans (subject in each case to the
provisions of Article VIII), as follows:



		
	 	     (i) if such Loans are Base Rate Loans, the Borrower may elect to
convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business
Day; and




		
	 	     (ii) if such Loans are Euro-Dollar Loans, the Borrower may (x) elect
to convert such Euro-Dollar Loans to Base Rate Loans as of any Domestic
Business Day, (y) elect to convert such Euro-Dollar Loans to Euro-Dollar
Loans with an Interest Period different from the then current Interest
Period applicable to such Loans as of any Euro-Dollar Business Day or (z)
elect to continue such Loans as Euro-Dollar Loans for an additional
Interest Period beginning on the last day of the then current Interest
Period applicable to such Loans;



provided that, if the Borrower elects to convert any Euro-Dollar Loans to Base
Rate Loans or to Euro-Dollar Loans with a different Interest Period, as of any
day other than the last day of the then current Interest Period applicable to
such Loans, the Borrower shall reimburse each Lender in accordance with Section
2.14.


     Each such election shall be made by delivering a notice (a “Notice of
Interest Rate Election”) to the Agent (i) at least one Domestic Business Day
before such notice is to be effective if the relevant Loans are to be converted
into Base Rate Loans or (ii) at least three Euro-Dollar Business Days before
such conversion or continuation is to be effective if such Loans are to be
converted into, or continued as, Euro-Dollar Loans.


     A Notice of Interest Rate Election may, if it so specifies, apply to only
a portion of the aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the Loans comprising
such Group and (ii) the portion to which such Notice applies, and the remaining
portion to which it does not apply, are each $15,000,000 or any larger multiple
of $1,000,000.


     (b)  Each Notice of Interest Rate Election shall specify:



		
	 	     (i) the Group of Loans (or portion thereof) to which such notice
applies;




		
	 	     (ii) the date on which the conversion or continuation selected in
such notice is to be effective, which shall comply with the applicable
clause of subsection (a) above;




		
	 	     (iii) whether such Group of Loans (or portion thereof) is to be
converted to Base Rate Loans or Euro-Dollar Loans or continued as
Euro-Dollar Loans for an additional Interest Period; and




		
	 	     (iv) if such Loans (or portions thereof) are to be converted to or
continued as Euro-Dollar Loans, the duration of the Interest Period to be
applicable thereto immediately after such conversion or continuation.



 






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Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.


     (c)  Upon receipt of a Notice of Interest Rate Election from the Borrower
pursuant to subsection (a) above, the Agent shall promptly notify each Lender
of the contents thereof and such notice shall not thereafter be revocable by
the Borrower. If the Borrower fails to deliver a timely Notice of Interest
Rate Election to the Agent for any Euro-Dollar Loans, such Loans shall be
converted into Base Rate Loans on the last day of the then current Interest
Period applicable thereto.





     SECTION 2.12. Prepayments. (a) The Borrower may (i) upon notice to the
Agent to be received no later than 10:30 A.M. (New York City time), prepay the
Base Rate Loans (or any Money Market LIBOR Loans which bear interest at the
Base Rate at such time for the reason stated in Section 8.01), in whole or in
part, on any Domestic Business Day and (ii) upon at least two Euro-Dollar
Business Days’ notice to the Agent, prepay any Euro-Dollar Loan, in whole or in
part, in amounts aggregating $15,000,000 or any larger multiple of $1,000,000,
by paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment; provided that a Money Market Loan may not be
prepaid without the prior written consent of the Lender that holds such Money
Market Loan, other than as contemplated by clause (i) above. Each such
optional prepayment shall be applied to prepay ratably the relevant Loans of
the several Lenders. Prepayment of a Euro-Dollar Loan on any day other than
the last day of an Interest Period applicable thereto shall be subject to
Section 2.14.


     (b)  Upon receipt of a notice of prepayment pursuant to this Section 2.12,
the Agent shall promptly notify each Lender of the contents thereof and of such
Lender’s ratable share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrower.





     SECTION 2.13. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the Agent
at its address referred to in its Administrative Questionnaire, without set-off
or counterclaim. The Agent will promptly distribute to each Lender its ratable
share of each such payment received by the Agent for the account of the
Lenders. Whenever any payment of principal of, or interest on, any Base Rate
Loans or fees shall be due on a day which is not a Domestic Business Day, the
date for payment thereof shall be extended to the next succeeding Domestic
Business Day. Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans and Money Market LIBOR Loans shall be due on a day which is
not a Euro-Dollar Business Day, the date for payment thereof shall be extended
to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar
Business Day falls in another calendar month or falls after the Termination
Date (or, in the case of Term Loans, the Term-Out Maturity Date), in which case
the date for payment thereof shall be the next preceding Euro-Dollar Business
Day. Whenever any payment of principal of, or interest on, the Money Market
Absolute Rate Loans shall be due on a day which is not a Euro-Dollar Business
Day, the date for payment thereof shall be extended to the next


 






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succeeding Euro-Dollar Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.


     (b)  Unless the Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Lenders hereunder that the Borrower
will not make such payment in full, the Agent may assume that the Borrower has
made such payment in full to the Agent on such date and the Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent that the Borrower shall not have so made such payment, each Lender shall
repay to the Agent forthwith on demand such amount distributed to such Lender
together with interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays such amount to the
Agent, at the Federal Funds Rate.


     (c)  If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that
the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary (as to which the
provisions of this paragraph shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.





     SECTION 2.14. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a Base Rate Loan (pursuant to Section 2.11, Section 2.12, Article
VI or Article VIII) on any day other than the last day of an Interest Period
applicable thereto or the end of an applicable period fixed pursuant to Section
2.09(d), or if any Lender assigns any Fixed Rate Loan as required by Section
8.06 on any day other than the last day of an Interest Period applicable
thereto, or if the Borrower fails to borrow or prepay any Fixed Rate Loan after
notice has been given to any Lender in accordance with Section 2.04(a) or
Section 2.12, the Borrower shall reimburse each Lender within 15 days after
demand for any resulting loss or expense incurred by it (or by an existing or
prospective Participant


 






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26


in the related Loan), including (without limitation) any loss reasonably
incurred in obtaining, liquidating or employing deposits from third parties,
but excluding loss of margin for the period after such payment or conversion or
assignment or failure to borrow or prepay; provided that such Lender shall have
delivered to the Borrower a certificate as to the amount of such loss or
expense with an explanation of the calculation of such loss or expense, which
certificate shall be conclusive if made reasonably and in good faith.





     SECTION 2.15. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
facility fees hereunder shall be computed on the basis of a year of 360 days
and paid for the actual number of days elapsed (including the first day but
excluding the last day).





     SECTION 2.16. Regulation D Compensation. For each day for which a Lender
is required to maintain reserves in respect of either (x) “Eurocurrency
Liabilities” (as defined in all regulations of the Board of Governors of the
Federal Reserve System) or (y) any other category of liabilities which includes
deposits by reference to which the interest rate in Euro-Dollar Loans is
determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Lender to United States
residents, such Lender may require the Borrower to pay, contemporaneously with
each payment of interest on the Euro-Dollar Loans, additional interest on the
related Euro-Dollar Loan of such Lender at a rate per annum determined by such
Lender up to but not exceeding the excess of (i) (A) the applicable London
Interbank Offered Rate divided by (B) one minus the Euro-Dollar Reserve
Percentage over (ii) the applicable London Interbank Offered Rate. Any Lender
wishing to require payment of such additional interest (x) shall so notify the
Borrower and the Agent, in which case such additional interest on the
Euro-Dollar Loans of such Lender shall be payable to such Lender at the place
indicated in such notice with respect to each Interest Period commencing at
least five Euro-Dollar Business Days after the giving of such notice and (y)
shall notify the Borrower at least five Euro-Dollar Business Days prior to each
date on which interest is payable on the Euro-Dollar Loans of the amount then
due to such Lender under this Section. Such Lender’s notice to the Borrower
shall set forth its calculation of such additional interest and such
calculation shall be conclusive if made reasonably and in good faith.





     SECTION 2.17. Term-Out Option. The Borrower may, upon written notice to
the Agent on a date that is prior to the Termination Date, elect that all
Committed Loans outstanding on the Termination Date remain outstanding after
the Termination Date as Term Loans maturing on the Term-Out Maturity Date;
provided that any such election shall be subject to the satisfaction, on the
Termination Date, of the conditions set forth in clauses (b) and (d) of Section
3.02 (as though a Borrowing were being made on such date) and to the receipt by
the Agent on the Termination Date of a certificate to that effect dated such
date and executed by a Responsible Financial Officer of the Borrower. The
Agent will notify the Lenders of such election promptly following receipt by
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Commitments will terminate on the Termination Date, and additional
Borrowings will not be permitted after the Termination Date. This Section 2.17
shall not apply to Money Market Loans, which must be repaid on or prior to the
Termination Date. After the Termination Date, any Term Loans outstanding as a
result of the exercise by the Borrower of its rights under this Section shall
continue to constitute “Loans” and “Committed Loans” for all purposes of this
Agreement.





ARTICLE III



Conditions






     SECTION 3.01. Effectiveness. This Agreement shall become effective on the
date that all of the following conditions shall have been satisfied (or waived
in accordance with Section 9.04):



		
	 	     (a) receipt by the Agent from each of the parties hereto of either
(i) a counterpart hereof signed by such party or (ii) telegraphic, telex
or other written confirmation, in form satisfactory to the Agent,
confirming that a counterpart hereof has been signed by such party;




		
	 	     (b) receipt by the Agent of a certificate signed by the Chief
Financial Officer or the Vice President, Finance, of the Borrower, dated
the Effective Date, to the effect that (i) no Default has occurred and is
continuing as of the Effective Date and (ii) the representations and
warranties of the Borrower set forth in Article IV hereof are true in all
material respects on, and as of, the Effective Date;




		
	 	     (c) receipt by the Agent of an opinion of William C. Baskin III,
Esq., counsel to the Borrower, of Davis Polk & Wardwell, special counsel
to the Borrower, and of Drinker Biddle & Reath LLP, Pennsylvania counsel
to the Borrower, in each case given upon the Borrower’s express
instructions, substantially in the forms of Exhibits E-1, E-2 and E-3
hereto, respectively;




		
	 	     (d) receipt by the Agent of all documents it may reasonably request
relating to the existence of the Borrower, the corporate authority for
and the validity of this Agreement, and any other matters relevant
hereto, all in form and substance satisfactory to the Agent;




		
	 	     (e) the representations and warranties of the Borrower set forth in
Article IV hereof are true in all material respects on and as of the
Effective Date;




		
	 	     (f) receipt by the Lenders of all the financial statements referred
to in Section 4.04(a);




		
	 	     (g) the Borrower shall have terminated all commitments under, and
paid all amounts accrued and owing under, the Existing Credit Agreement;
and



 






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28



		
	 	     (h) the Agent shall have received all fees and other amounts due and
payable by the Borrower on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrower;



provided that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later
than November 26, 2003. The Agent shall promptly notify the Borrower and the
Lenders of the Effective Date, and such notice shall be conclusive and binding
on all parties hereto.





     SECTION 3.02. Borrowings. The obligation of any Lender to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:



		
	 	     (a) receipt by the Agent of a Notice of Borrowing as required by
Section 2.02 or 2.03, as the case may be;




		
	 	     (b) the fact that, immediately before and immediately after such
Borrowing, no Default shall have occurred and be continuing;




		
	 	     (c) the fact that immediately after such Borrowing, the aggregate
outstanding principal amount of the Loans will not exceed the aggregate
amount of the Commitments;




		
	 	     (d) the fact that the representations and warranties of the Borrower
set forth in Article IV (other than those set forth in Sections 4.04(b)
and 4.05) shall be true on and as of the date of such Borrowing; and




		
	 	     (e) the fact that the Borrowing shall have been approved by the
Chairman of the board of directors, the President, the Chief Executive
Officer, the Executive Vice President, Strategy and Finance, or the Chief
Financial Officer of the Borrower or any one of their respective
designees.



Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(b), (c), (d) and (e) of this Section 3.02.





ARTICLE IV



Representations and Warranties



     The Borrower represents and warrants that:






     SECTION 4.01. Corporate Existence and Power. The Borrower (i) is a
Pennsylvania corporation duly incorporated, validly existing and in good
standing under the laws of the State of Pennsylvania, and (ii) has all
corporate powers required to carry on its business as now conducted. Each of
the Borrower and its Consolidated


 






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Subsidiaries has all governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted, the failure to
obtain which would, individually or in the aggregate, have a material adverse
effect on the Borrower’s ability to perform its obligations hereunder or on the
financial condition of the Borrower and its Consolidated Subsidiaries, taken as
a whole.





     SECTION 4.02. Corporate and Governmental Authorization; No Contravention.
The execution, delivery and performance by the Borrower of this Agreement are
within its corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or advance filing
with, any governmental body, agency or official and do not contravene, or
constitute a default under, (i) any provision of the certificate of
incorporation or by-laws of the Borrower, (ii) any applicable law or regulation
or any judgment, injunction, order or decree binding upon the Borrower, or
(iii) any material financial agreement or instrument of the Borrower.





     SECTION 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Borrower and each Note, when executed and delivered in
accordance with this Agreement, will constitute a valid and binding obligation
of the Borrower, in each case enforceable in accordance with its terms except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity.





     SECTION 4.04. Financial Information. (a) The Borrower has heretofore
furnished to the Agent, for distribution to each of the Lenders, (i) the
audited consolidated balance sheet for the Borrower and its Consolidated
Subsidiaries as of December 31, 2002, and related consolidated statements of
cash flows, income and retained earnings for the Borrower and its Consolidated
Subsidiaries for the twelve-month period then ended, and (ii) the unaudited
consolidated balance sheets of the Borrower and its Consolidated Subsidiaries
as of September 30, 2003, and the related consolidated statements of cash
flows, income and retained earnings for the nine-month period then ended. Such
financial statements present fairly, in all material respects, the consolidated
financial position and results of operations and cash flows of the Borrower and
its Consolidated Subsidiaries as of such dates and for such periods, in
accordance with GAAP and, in the case of the financial statements described in
clause (ii) of this Section 4.04(a), subject to year-end audit adjustments and
the absence of footnotes.


     (b)  Since December 31, 2002, there has been no material adverse change in
the business, assets, operations, prospects or condition (financial or
otherwise) of the Borrower and its Consolidated Subsidiaries, taken as a whole;
provided that the charges and other information disclosed in the Disclosure
Documents shall be deemed not to constitute any such material adverse change.





     SECTION 4.05. Litigation. Except as disclosed in the Disclosure
Documents, there is no action, suit or proceeding pending against, or to the
knowledge of the Borrower, threatened against or affecting, the Borrower or its
Consolidated Subsidiaries before any court or arbitrator or any governmental
body, agency or official


 






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in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business, consolidated financial position
or consolidated results of operations of the Borrower and its Consolidated
Subsidiaries taken as a whole or which in any manner draws into question the
validity of this Agreement.





     SECTION 4.06. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is not in violation of the
presently applicable provisions of ERISA and the Internal Revenue Code where
such violation would have a material adverse effect on the financial condition
of the Borrower and its Consolidated Subsidiaries, taken as a whole, and has
not incurred any liability to the PBGC or a Plan under Title IV of ERISA;

provided that this Section 4.06 applies to the members of the ERISA Group only
in their capacity as employers and not in any other capacity (such as
fiduciaries or service providers to Plans for the benefit of employers of
others).





     SECTION 4.07. Compliance with Laws and Agreements. Each of the Borrower
and its Consolidated Subsidiaries has complied in all material respects with
all applicable laws and material agreements binding upon it, except where any
failure to comply therewith would not individually or collectively have a
material adverse effect on the Borrower’s ability to perform its obligations
hereunder, and except where necessity of compliance therewith is being
contested in good faith by appropriate proceedings; provided, however, that the
sole representation and warranty with respect to compliance with ERISA is
limited to Section 4.06.





     SECTION 4.08. Investment Company Act; Public Utility Holding Company Act.
The Borrower is not (a) an “investment company” or a company “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended, or (b) a “holding company” as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.





     SECTION 4.09. Full Disclosure. None of the Disclosure Documents or any
other information furnished in writing by or on behalf of the Borrower to the
Agent or any Lender for purposes of or in connection with this Agreement (in
each case taken as a whole with all other information so furnished) contained,
as of the time it was furnished, any material misstatement of fact or omitted
as of such time to state any material fact necessary to make the statements
therein taken as a whole not misleading, in the light of the circumstances
under which they were made; provided that with respect to information
consisting of statements, estimates and projections regarding the future
performance of the Borrower and its Consolidated Subsidiaries, the Borrower
represents only that such information has been prepared in good faith based
upon assumptions believed by the Borrower to be reasonable at the time of
preparation thereof.





     SECTION 4.10. Taxes. The Borrower has filed or caused to be filed all
United States Federal income tax returns and all other material tax returns
required to be filed by it and has paid or caused to be paid all material taxes
required to have been paid by it, except taxes that are being contested in good
faith by appropriate proceedings and


 






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for which the Borrower has set aside on its books adequate reserves with
respect thereto in accordance with GAAP.





ARTICLE V



Covenants



     The Borrower agrees that, so long as any Lender has any Commitment
hereunder and so long as any Loan is outstanding hereunder:





     SECTION 5.01. Information. The Borrower will deliver to the Agent, for
delivery by the Agent to each of the Lenders:



		
	 	     (a) as soon as available and in any event within 120 days after the
end of each fiscal year of the Borrower, the consolidated balance sheet
of the Borrower and its Consolidated Subsidiaries as of the end of such
fiscal year and the related consolidated statements of earnings and of
cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported
on in a manner acceptable to the Securities and Exchange Commission by
KPMG LLP or other independent public accountants of nationally recognized
standing;




		
	 	     (b) as soon as available and in any event within 60 days after the
end of each of the first three quarters of each fiscal year of the
Borrower, its Form 10-Q as of the end of such quarter;




		
	 	     (c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of a
Responsible Financial Officer of the Borrower (i) stating whether any
Default exists on the date of such certificate and, if any Default then
exists, setting forth the details thereof and the action which the
Borrower is taking or proposes to take with respect thereto and (ii)
setting forth calculations demonstrating compliance, as of the date of
the most recent balance sheet included in the financial statements being
furnished at such time, with the covenants set forth in Sections 5.03,
5.04 and 5.05(e);




		
	 	     (d) within five days after any officer of the Borrower obtains
knowledge of any Default, if such Default is then continuing, a
certificate of a Responsible Financial Officer of the Borrower setting
forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;




		
	 	     (e) promptly upon the mailing thereof to the shareholders of the
Borrower generally, copies of all financial statements and reports, and
proxy statements so mailed;




		
	 	     (f) from time to time such additional publicly available information
regarding the financial position or business of the Borrower and its
Consolidated



 






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	 	Subsidiaries as the Agent, at the request of any Lender, may
reasonably request; and




		
	 	     (g) prompt written notice after the occurrence of (i) any Reportable
Event that, alone or together with any other Reportable Events that have
occurred, or (ii) a failure to make a required installment or other
payment (within the meaning of Section 412(n)(1) of the Internal Revenue
Code) that, could reasonably be expected to result in liability of the
Borrower to the PBGC or to a Plan in an aggregate amount exceeding
$50,000,000.






     SECTION 5.02. Conduct of Business and Maintenance of Existence and
Insurance. The Borrower will preserve, renew and keep in full force and
effect, and will cause each Material Subsidiary to preserve, renew and keep in
full force and effect, their respective corporate existence; provided that the
foregoing shall not prohibit (i) the termination of the existence of any
Material Subsidiary if the surviving entity (in the case of any such
termination resulting from a merger or consolidation) or the entity to which
substantially all such Material Subsidiary’s assets are transferred (in the
case of any other such termination) is or becomes a Material Subsidiary or is
the Borrower or (ii) any transaction involving the Borrower in accordance with
Section 5.06. The Borrower will also maintain, with financially sound and
reputable insurance companies, insurance (including, without limitation, self
insurance), if reasonably available, in such amounts and against such risks as
are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.





     SECTION 5.03. Minimum Adjusted Consolidated Net Worth. Adjusted
Consolidated Net Worth as of the end of each fiscal quarter of the Borrower
ending on or after December 31, 2003, will not be less than the Minimum
Adjusted Consolidated Net Worth as of the end of such fiscal quarter.





     SECTION 5.04. Leverage Ratio. The Leverage Ratio as of the end of each
fiscal quarter of the Borrower ending on or after December 31, 2003, will not
exceed 3.0 to 1.0.





     SECTION 5.05. Liens. The Borrower will not, and will not permit any
Consolidated Subsidiary to, create, incur, assume or permit to exist any
Indebtedness secured by any Lien on any property or asset now owned or
hereafter acquired by it, except:



		
	 	     (a) any Indebtedness secured by a Lien on any property or asset of
the Borrower or any Consolidated Subsidiary existing on the date hereof;
provided that (i) such Lien shall not apply to any other property or
asset of the Borrower or any Consolidated Subsidiary and (ii) such Lien
shall secure only the Indebtedness which it secures on the date hereof
and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof;




		
	 	     (b) any Indebtedness secured by a Lien existing on any property or
asset prior to the acquisition thereof by the Borrower or any
Consolidated Subsidiary or



 






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	 	existing on any property or asset of any Person that becomes a
Consolidated Subsidiary after the date hereof prior to the time such
Person becomes a Consolidated Subsidiary; provided that (i) such
Indebtedness and Lien are not created in contemplation of or in
connection with such acquisition or such Person becoming a Consolidated
Subsidiary, as the case may be, (ii) such Lien shall not apply to any
other property or assets of the Borrower or any Consolidated Subsidiary
and (iii) such Lien shall secure only the Indebtedness which it secures
on the date of such acquisition or the date such Person becomes a
Consolidated Subsidiary, as the case may be, and extensions, renewals and
replacements thereof that do not increase the outstanding principal
amount thereof;




		
	 	     (c) any Indebtedness secured by purchase money security interests in
property or assets or improvements thereto hereafter acquired (or, in the
case of improvements, constructed) by the Borrower or any Consolidated
Subsidiary; provided that (i) such security interests and the
Indebtedness secured thereby are incurred within 180 days of such
acquisition (or construction), (ii) the Indebtedness secured thereby does
not exceed the lesser of the cost or the fair market value of such
property or assets or improvements at the time of such acquisition (or
construction) and (iii) such security interests do not apply to any other
property or assets of the Borrower or any Consolidated Subsidiary;




		
	 	     (d) any capitalized lease obligations secured by Liens; provided
that such Liens do not extend to any property of the Borrower or its
Consolidated Subsidiaries other than the property subject to the relevant
capital lease; and




		
	 	     (e) Indebtedness secured by Liens that are not otherwise permitted
by any of the foregoing provisions of this Section 5.05; provided that,
at the time that any such Indebtedness is incurred or that any such Lien
is granted (and after giving effect thereto), the aggregate outstanding
principal amount of all Indebtedness secured by Liens permitted by this
paragraph (e) shall not exceed 10% of the consolidated shareholders
equity of the Borrower (i) as of September 30, 2003, until the first
consolidated financial statements of the Borrower are delivered to the
Agent pursuant to Section 5.01(a) or (b) and, thereafter, (ii) as of the
most recent date for which a consolidated balance sheet of the Borrower
has been delivered to the Agent pursuant to Section 5.01(a) or (b),
determined in accordance with GAAP.






     SECTION 5.06. Consolidations, Mergers and Sales of Assets. The Borrower
will not consolidate or merge with or into any other corporation or convey or
transfer (or permit the conveyance or transfer of) all or substantially all of
the properties and assets of the Borrower and its Consolidated Subsidiaries to
any other Person unless (i) the surviving or acquiring entity is a corporation
organized under the laws of one of the United States, (ii) the surviving or
acquiring corporation, if other than the Borrower, expressly assumes the
performance of the obligations of the Borrower under this Agreement and all
Notes, and (iii) immediately after giving effect to such transaction, no
Default shall exist.


 






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     SECTION 5.07. Use of Proceeds. The proceeds of the Loans made under this
Agreement will be used by the Borrower for general corporate purposes. None of
such proceeds will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of buying or carrying any “margin stock”
within the meaning of Regulation U.





     SECTION 5.08. Compliance with Laws. The Borrower will comply, and will
cause its Consolidated Subsidiaries to comply, in all material respects with
all applicable laws, except where any failure to comply therewith would not
individually or collectively have a material adverse effect on the Borrower’s
ability to perform its obligations hereunder, and except where necessity of
compliance therewith is being contested in good faith by appropriate
proceedings; provided, however, that with respect to compliance with ERISA,
this Section 5.08 applies to the Borrower and its Consolidated Subsidiaries
only in their respective capacities as employers and not in any other capacity
(such as a fiduciary or service provider to Plans for the benefit of employers
of others).





     SECTION 5.09. Inspection of Property, Books and Records. The Borrower
will keep proper books of record and account in which full, true and correct
entries (in all material respects) in conformity with GAAP shall be made of all
dealings and transactions in relation to its business and activities. The
Borrower will permit representatives of any Lender at such Lender’s expense to
visit and inspect the Borrower’s financial records and properties, to examine
and make extracts from its books and records and to discuss its affairs and
financial condition with the Borrower’s officers and (with the participation of
or prior notice to such officers) independent public accountants, all at such
reasonable times and as often as reasonably requested.





     SECTION 5.10. Payment of Obligations. The Borrower will, and will cause
each of its Consolidated Subsidiaries to, pay its tax liabilities and other
material obligations, before the same shall become delinquent or in default,
except where (a) (i) the validity or amount thereof is being contested in good
faith by appropriate proceedings and (ii) the Borrower or such Consolidated
Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP or (b) the failure to make such payments could not
reasonably be expected to have a material adverse effect on the Borrower’s
ability to perform its obligations hereunder or on the financial condition of
the Borrower and its Consolidated Subsidiaries, taken as a whole.





ARTICLE VI



Defaults






     SECTION 6.01. Events of Default. If one or more of the following events
(“Events of Default”) shall have occurred and be continuing:



		
	 	     (a) the Borrower shall fail to pay when due any principal on any
Loan;



 






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	 	     (b) the Borrower shall fail to pay within five Domestic Business
Days of the date when due any fees or any interest on any Loan;
	 
	 	     (c) the Borrower shall fail to observe or perform any covenant
contained in Sections 5.01(d), 5.03, 5.04 and 5.06;
	 
	 	     (d) the Borrower shall fail to observe or perform, in any material
respect, any covenant or agreement contained in this Agreement (other
than those covered by clause (a), (b) or (c) above) and such failure
shall have continued for a period of 30 days after written notice thereof
has been given to the Borrower by the Agent at the request of any Lender;




		
	 	     (e) any representation, warranty, certification or statement made by
the Borrower in this Agreement or in any certificate, financial statement
or other document delivered pursuant to this Agreement shall prove to
have been incorrect in any material respect when made (or deemed made);




		
	 	     (f) the Borrower or any Consolidated Subsidiary shall fail to make
any payment (whether of principal or interest) in respect of any
indebtedness for borrowed money having an outstanding principal amount of
$50,000,000 (or its equivalent in any other currency) or more, when and
as the same shall become due and payable; or any event or condition
occurs that results in any outstanding indebtedness for borrowed money of
the Borrower or any Consolidated Subsidiary having an outstanding
principal amount of $100,000,000 (or its equivalent in any other
currency) or more becoming due prior to its scheduled maturity, or that
enables or permits the holder or holders of such indebtedness or any
trustee or agent on its or their behalf to cause such indebtedness to
become due prior to its scheduled maturity;




		
	 	     (g) the Borrower or any Material Subsidiary shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or all or substantially all of its property, or
shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as
they become due, or shall take any corporate action to authorize any of
the foregoing;




		
	 	     (h) an involuntary case or other proceeding shall be commenced
against the Borrower or any Material Subsidiary seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or all or substantially all of its property,
and such involuntary case or other proceeding shall remain undismissed
and unstayed for a period of 60 days; or an order for



 






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	 	relief shall be entered against the Borrower or any Material
Subsidiary under the federal bankruptcy laws as now or hereafter in
effect;




		
	 	     (i) any person or group of persons (within the meaning of Section 13
or 14 of the Securities Exchange Act of 1934, as amended) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3
promulgated by the Securities and Exchange Commission under said Act) of
more than 35% of the outstanding shares of common stock of the Borrower;
or at any time Continuing Directors shall not constitute a majority of
the board of directors of the Borrower;




		
	 	     (j) one or more judgments for the payment of money in an aggregate
amount in excess of $50,000,000 (or its equivalent in any other currency)
shall be rendered against the Borrower, any Consolidated Subsidiary or
any combination thereof and the same shall remain undischarged for a
period of 60 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment
creditor to levy upon assets or properties of the Borrower or any
Consolidated Subsidiary to enforce any such judgment; or




		
	 	     (k) a Reportable Event or Reportable Events, or a failure to make a
required installment or other payment (within the meaning of Section
412(n)(1) of the Internal Revenue Code), shall have occurred with respect
to any Plan or Plans that reasonably could be expected to result in
liability of the Borrower to the PBGC or to a Plan in an aggregate amount
exceeding $50,000,000 and, within 30 days after the reporting of any such
Reportable Event to the Agent, the Agent shall have notified the Borrower
in writing that (i) the Required Lenders have made a determination that,
on the basis of such Reportable Event or Reportable Events or the failure
to make a required payment, there are reasonable grounds (A) for the
termination of such Plan or Plans by the PBGC, (B) for the appointment by
the appropriate United States District Court of a trustee to administer
such Plan or Plans or (C) for the imposition of liens in an amount
exceeding $25,000,000 in favor of a Plan and (ii) as a result thereof an
Event of Default exists hereunder; or a trustee shall be appointed by a
United States District Court to administer any such Plan or Plans; or the
PBGC shall institute proceedings to terminate any Plan or Plans;



then, and in every such event, the Agent shall (i) if requested by Lenders
having more than 50% in aggregate amount of the Commitments, by notice to the
Borrower terminate the Commitments and they shall thereupon terminate, and (ii)
if requested by Lenders holding more than 50% in aggregate principal amount of
the Loans, by notice to the Borrower declare the Loans (together with accrued
interest thereon) to be, and the Loans (together with accrued interest thereon)
shall thereupon become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; provided that in the case of any of the Events of Default
specified in clause (g) or (h) above with respect to the Borrower, without any
notice to the Borrower or any other act by the Agent or the Lenders, the
Commitments shall thereupon terminate and the Loans (together with accrued
interest thereon) shall



 









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become immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.





     SECTION 6.02. Notice of Default. The Agent shall give notice to the
Borrower under Section 6.01(d) promptly upon being requested to do so by any
Lender and shall thereupon notify all the Lenders thereof.





ARTICLE VII



The Agent






     SECTION 7.01. Appointment and Authorization. Each Lender irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the Agent
by the terms hereof, together with all such powers as are reasonably incidental
thereto. The Lenders named on the cover page of this Agreement as
co-syndication agents are not authorized to take any action as agent on behalf
of the Agent or on behalf of any Lender, and shall not have any rights,
responsibilities, duties or any powers as an agent under this Agreement.





     SECTION 7.02. Agent and Affiliates. JPMorgan Chase Bank shall have the
same rights and powers under this Agreement as any other Lender and may
exercise or refrain from exercising the same as though it were not the Agent,
and JPMorgan Chase Bank and its Affiliates may accept deposits from, lend money
to, and generally engage in any kind of business with the Borrower or any
Subsidiary or Affiliate of the Borrower as if it were not the Agent hereunder.





     SECTION 7.03. Action by Agent. The obligations of the Agent hereunder are
only those expressly set forth herein. Without limiting the generality of the
foregoing, the Agent shall not be required to take any action with respect to
any Default, except as expressly provided in Article VI.





     SECTION 7.04. Consultation with Experts. The Agent may consult with legal
counsel (who may be counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted to
be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.





     SECTION 7.05. Liability of Agent. Neither the Agent nor any of its
directors, officers, agents, or employees shall be liable for any action taken
or not taken by it in connection herewith (i) with the consent or at the
request of the Required Lenders or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Agent nor any of its directors,
officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with this Agreement or any Borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of the
Borrower; (iii) the satisfaction of any condition specified in Article III,
except receipt of items required to be delivered to the Agent; or (iv) the
validity, effectiveness or


 






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genuineness of this Agreement or any other instrument or writing furnished
in connection herewith. The Agent shall not incur any liability by acting in
reliance upon any notice, consent, certificate, statement, or other writing
(which may be a bank wire, telex or similar writing) reasonably believed by it
to be genuine and to be signed by the proper party or parties.





     SECTION 7.06. Indemnification. Each Lender shall, ratably in accordance
with its Commitment (or outstanding Loans, if the Commitments have terminated),
indemnify the Agent (to the extent not reimbursed by the Borrower) against any
cost, expense (including counsel fees and disbursements), claim, demand,
action, loss or liability (except such as result from the Agent’s gross
negligence or willful misconduct) that the Agent may suffer or incur in
connection with this Agreement or any action taken or omitted by the Agent
hereunder.





     SECTION 7.07. Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking any action under this Agreement.





     SECTION 7.08. Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Agent approved by the Borrower (which approval shall not be unreasonably
withheld). If no successor Agent shall have been so appointed by the Required
Lenders, and approved by the Borrower and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of resignation, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which
shall be a commercial bank organized or licensed under the laws of the United
States of America or of any State thereof and having a combined capital and
surplus of at least two billion dollars. Upon the acceptance of its
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent’s resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.





     SECTION 7.09. Agent’s Fees. The Borrower shall pay to the Agent, for its
own account, fees in the amounts and at the times previously agreed upon
between the Borrower and the Agent.


 






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ARTICLE VIII



Change in Circumstances






     SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Euro-Dollar Loan
or Money Market LIBOR Loan the Agent determines (which determination shall be
conclusive absent manifest error) that deposits in dollars (in the applicable
amounts) are not generally available in the London interbank market for such
period or that the London Interbank Offered Rate cannot be determined in
accordance with the definition thereof, the Agent shall forthwith give notice
thereof to the Borrower and the Lenders, whereupon until the Agent notifies the
Borrower that the circumstances giving rise to such suspension no longer exist,
(i) the obligations of the Lenders to make Euro-Dollar Loans, to convert
outstanding Base Rate Loans into Euro-Dollar Loans or to convert outstanding
Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period shall
be suspended, (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR
Loan, as the case may be, shall be converted into a Base Rate Loan on the last
day of the then current Interest Period applicable thereto, and (iii) unless
the Borrower notifies the Agent at least two Domestic Business Days before the
date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing, as the case
may be, for which a Notice of Borrowing has previously been given that it
elects not to borrow on such date, (x) if such Borrowing is a Euro-Dollar
Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and
(y) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR
Loans comprising such Borrowing shall bear interest for each day from and
including the first day to but excluding the last day of the Interest Period
applicable thereto at the Base Rate for such day.





     SECTION 8.02. Illegality. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its Applicable Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Lender (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans and such Lender shall so notify the Agent, the Agent shall
forthwith give notice thereof to the other Lenders and the Borrower, whereupon
until such Lender notifies the Borrower and the Agent that the circumstances
giving rise to such suspension no longer exist, the obligation of such Lender
to make Euro-Dollar Loans, or to convert outstanding Base Rate Loans into
Euro-Dollar Loans, or to convert outstanding Euro-Dollar Loans into Euro-Dollar
Loans with a different Interest Period shall be suspended. Before giving any
notice to the Agent pursuant to this Section 8.02, such Lender shall designate
a different Applicable Lending Office if such designation will avoid the need
for giving such notice and will not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender. If such notice is given, all
Euro-Dollar Loans of such Lender then outstanding shall be converted to Base
Rate Loans either (a) on the last day of the then current Interest Period
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Loans if such Lender may lawfully continue to maintain and fund such Loans
to such day or (b) immediately if such Lender may not lawfully continue to
maintain and fund such Loans to such day.





     SECTION 8.03. Increased Cost and Reduced Return. (a) If any applicable
law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such governmental authority, central bank or
comparable agency, made or adopted after the date hereof (other than a change
currently provided for in any existing law, rule or regulation) shall impose,
modify or deem applicable any reserve, special deposit, insurance assessment or
similar requirement (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding,
with respect to any Euro-Dollar Loan, any such requirement with respect to
which such Lender is entitled to compensation during the relevant Interest
Period under Section 2.16) against assets of, deposits with or for the account
of, or credit extended by, any Lender (or its Applicable Lending Office) or
shall impose on any Lender (or its Applicable Lending Office) or on the United
States market for certificates of deposit or the London interbank market any
other condition affecting its Fixed Rate Loans (other than Money Market
Absolute Rate Loans), its Note (in respect of such Fixed Rate Loans) or its
obligation to make such Fixed Rate Loans; and the result of any of the
foregoing is to increase the cost to such Lender (or its Applicable Lending
Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount
of any sum received or receivable by such Lender (or its Applicable Lending
Office) under this Agreement or under its Note with respect thereto, by an
amount reasonably deemed by such Lender to be material, then, within 15 days
after demand by such Lender (with a copy to the Agent), the Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender
for such increased cost or reduction.


     (b)  If any Lender shall have determined that any applicable law, rule or
regulation regarding capital adequacy, or any change in any such law, rule or
regulation, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, made or adopted
after the date hereof (other than a change currently provided for in any
existing law, rule or regulation), has or would have the effect of increasing
the amount of capital of such Lender (or its parent) required to be maintained
in respect of, or otherwise allocated to, such Lender’s obligations hereunder
(its “Required Capital”) by an amount reasonably deemed by such Lender to be
material, then such Lender may, by notice to the Borrower and the Agent,
increase the facility fee payable to such Lender hereunder to the extent
required so that the ratio of (w) the sum of the increased facility fee
applicable to such Lender’s Commitment or Loans hereunder to (x) the prior
facility fee applicable to such Lender’s Commitment or Loans hereunder is the
same as the ratio of (y) such Lender’s increased Required Capital to (z) its
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Required Capital. Such Lender’s notice to the Borrower and the Agent
shall set forth its calculation of the foregoing ratios and the increased
facility fee to which it is entitled under this Section.


     (c)  Each Lender will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section (each, a “Trigger
Event”) and will designate a different Applicable Lending Office if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the judgment of such Lender, be otherwise disadvantageous to
such Lender. Notwithstanding any other provision of this Section, no Lender
shall be entitled to any compensation pursuant to this Section in respect of
any Trigger Event (i) for any period of time in excess of 120 days prior to
such notice or (ii) for any period of time prior to such notice if such Lender
shall not have given such notice within 120 days of the date on which such
Trigger Event shall have been enacted, promulgated, adopted or issued in
definitive or final form unless such Trigger Event is retroactive. A
certificate of any Lender claiming compensation under Section 8.03(a) or (b)
and setting forth the additional amount or amounts to be paid to it hereunder
and describing the method of calculation thereof shall be conclusive if made
reasonably and in good faith. In determining such amount, such Lender may use
any reasonable averaging and attribution methods.





     SECTION 8.04. Taxes. (a) For purposes of this Section 8.04, the
following terms have the following meanings:


     “Taxes” means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by the
Borrower pursuant to this Agreement or under any Note, and all liabilities with
respect thereto, excluding (i) in the case of each Lender and the Agent, taxes
imposed on its income, and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which such Lender or the Agent (as the case may
be) is organized or in which its principal executive office is located or, in
the case of each Lender, in which its Applicable Lending Office is located and
(ii) in the case of each Lender, any United States withholding tax imposed on
such payments but (x) only to the extent that such Lender is subject to United
States withholding tax at the time such Lender first becomes a party to this
Agreement and (y) if the Lender is an assignee pursuant to Section 9.05, only
to the extent of the amount of United States withholding tax in excess of the
amount that would not have been excluded pursuant to (x) had the assignment not
been made.


     “Other Taxes” means any present or future stamp or documentary taxes and
any other excise or property taxes, or similar charges or levies, which arise
from any payment made pursuant to this Agreement or under any Note or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
Note.


     (b)  Any and all payments by the Borrower to or for the account of any
Lender or the Agent hereunder or under any Note shall be made without deduction
for any Taxes or Other Taxes; provided that, if the Borrower shall be required
by law to deduct any Taxes or Other Taxes from any such payments, (i) the sum
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increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
8.04) such Lender or the Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower shall furnish to the
Agent, at its address referred to in Section 9.01, the original or a certified
copy of a receipt evidencing payment thereof.


     (c)  The Borrower agrees to indemnify each Lender and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section 8.04) paid by such Lender or the Agent (as the case may be) and
any liability (including penalties, interest and expenses, except to the extent
attributable to the negligence or misconduct of such Lender or the Agent, as
the case may be) arising therefrom or with respect thereto. This
indemnification shall be made within 15 days from the date such Lender or the
Agent (as the case may be) makes demand therefor.


     (d)  Each Lender that is a banking institution organized under the laws of
a jurisdiction outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each such 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, shall provide the Borrower with (i)
two Internal Revenue Service (“IRS”) forms W-8BEN or any successor form
prescribed by the IRS, certifying that such Lender is entitled to benefits
under an income tax treaty to which the United States is a party which exempts
such Lender from United States withholding tax or reduces the rate of
withholding tax on payments of interest and eliminates withholding tax on any
fees, or (ii) two IRS forms W-8ECI certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of a trade
or business in the United States. In the case of a Lender which is claiming
exception from United States withholding tax under Section 871(h) or 881(c) of
the Internal Revenue Code, with respect to payments of portfolio interest, such
Lender shall provide the Borrower with (i) two IRS forms W-8BEN and (ii) a
certificate representing that such Lender is not a bank for purposes of Section
881(c)(3)(A) of the Internal Revenue Code. Each such Lender undertakes to
deliver to each of the Borrower and the Agent (A) a replacement form (or
successor form) on or before the date that such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form so delivered by it, and (B) such amendments thereto or extensions
or renewals thereof as may reasonably be required (but only so long as such
Lender remains lawfully able to do so).


     (e)  For any period with respect to which a Lender has failed to provide
the Borrower with the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which a form originally was required to be provided), such Lender
shall not be entitled to indemnification under Section 8.04(b) or Section
8.04(c) with respect to Taxes imposed by the United States; provided that if a
Lender, which is otherwise exempt from or subject to a reduced rate of
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failure to deliver a form required hereunder, the Borrower shall take such
steps as such Lender shall reasonably request to assist such Lender to recover
such Taxes.


     (f)  Each Lender will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to make any claim for indemnification in respect of Taxes
or Other Taxes pursuant to this Section 8.04 (each, a “Tax Event”) and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such claim or any other amounts payable
by the Borrower under this Section 8.04 and will not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender. Notwithstanding any other
provisions of this Section, no Lender shall be entitled to any indemnification
pursuant to this Section in respect of any Tax Event (i) for any period of time
in excess of 180 days prior to such notice or (ii) for any period of time prior
to such notice if such Lender shall not have given such notice within 120 days
of the date on which such Lender became aware of such Tax Event unless such Tax
Event is retroactive.





     SECTION 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans.
If (i) the obligation of any Lender to make or maintain Euro-Dollar Loans has
been suspended pursuant to Section 8.02 or (ii) any Lender has demanded
compensation under Section 8.03(a) and the Borrower shall, by at least five
Euro-Dollar Business Days prior notice to such Lender through the Agent, have
elected that the provisions of this Section shall apply to such Lender, then,
unless and until such Lender notifies the Borrower that the circumstances
giving rise to such suspension or demand for compensation no longer apply:



		
	 	     (a) all Loans which would otherwise be made by such Lender as (or
continued as or converted into) Euro-Dollar Loans shall instead be Base
Rate Loans, and




		
	 	     (b) after each of its outstanding Euro-Dollar Loans has been repaid
(or converted to a Base Rate Loan), all payments of principal which would
otherwise be applied to repay such Euro-Dollar Loans shall be applied to
repay its Base Rate Loans instead.



If such Lender notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the Borrower shall elect that the principal amount of
each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the
first day of the next succeeding Interest Period applicable to the related
Euro-Dollar Loans of the other Lenders.





     SECTION 8.06. Substitution of Lender. If (i) the obligation of any Lender
to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii)
any Lender has demanded compensation under Section 8.03 or 8.04, the Borrower
shall have the right to seek a substitute bank or banks (“Substitute Lenders”)
(which may be one or more of the Lenders) to purchase the Loans and assume the
Commitment of such Lender (the “Affected Lender”) under this Agreement and, if
the Borrower locates a Substitute Lender, the Affected Lender shall, upon
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between it and the Substitute Lender (or, failing such agreement, a
purchase price in the amount of the outstanding principal amount of its Loans
and accrued interest thereon to the date of payment) plus any amount (other
than principal and interest) then due to it or accrued for its account
hereunder, assign all its rights and obligations under this Agreement and all
of its Notes to the Substitute Lender, and the Substitute Lender shall assume
such rights and obligations, whereupon the Substitute Lender shall be a Lender
party to this Agreement and shall have all the rights and obligations of a
Lender.





     SECTION 8.07. Election to Terminate. If during any Level I Period, Level
II Period or Level III Period (i) the obligation of any Lender to make
Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any
Lender has demanded compensation under Section 8.03 or 8.04, the Borrower may
elect to terminate this Agreement as to such Lender, and in connection
therewith not to borrow any Loan hereunder from such Lender or to prepay any
Base Rate Loan made pursuant to Section 8.02 or 8.05 (without altering the
Commitments or Loans of the remaining Lenders); provided that the Borrower (i)
notifies such Lender through the Agent of such election at least two
Euro-Dollar Business Days before any date fixed for such borrowing or such a
prepayment, as the case may be, and (ii) repays all of such Lender’s
outstanding Loans, accrued interest thereon and any other amounts then due to
such Lender or accrued for its account hereunder concurrently with such
termination. Upon receipt by the Agent of such notice, the Commitment of such
Lender shall terminate.





ARTICLE IX



Miscellaneous






     SECTION 9.01. Notices. (a) Subject to paragraph (b) below, all notices,
requests and other communications to any party hereunder shall be in writing
(including bank wire, telex, facsimile transmission or similar writing) and
shall be given to such party: (x) in the case of the Borrower or the Agent, at
its address or telex or telecopy number set forth on the signature pages
hereof, (y) in the case of any Lender, at its address, telex or telecopy number
set forth in its Administrative Questionnaire or (z) in the case of any party,
such other address or telex or telecopy number as such party may hereafter
specify for the purpose by notice to the Agent and the Borrower. All notices
from outside the United States to the Borrower shall only be given by telecopy
and all other notices to the Borrower given by telex shall also be given by
telecopy or non-telex method. Each such notice, request or other communication
shall be effective (i) if given by telex or telecopy, when such telex or
telecopy is transmitted to the number determined pursuant to this Section and
the appropriate answerback is received, (ii) if given by registered or
certified mail, return receipt requested, when such return receipt is signed by
the recipient or (iii) if given by any other means, when delivered at the
address specified in this Section, or, if such date is not a business day in
the location where received, on the next business day in such location;
provided that notices to the Agent under Article II or Article VIII shall not
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     (b)  Notices and other communications to the Lenders hereunder (including,
without limitation, the delivery of information required by Section 5.01) may
be delivered or furnished by electronic communications pursuant to procedures
approved by the Agent; provided that the foregoing shall not apply to notices
pursuant to Article II unless otherwise agreed by the Agent and the applicable
Lender. The Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications.


     (c)  Each 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
to identify the Borrower in accordance with the Act. The Borrower hereby
agrees to cooperate with each Lender to provide such information promptly
following a request therefor from such Lender.





     SECTION 9.02. No Waivers. No failure or delay by the Agent or any Lender
in exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.





     SECTION 9.03. Expenses; Indemnification. (a) The Borrower shall pay (i)
all out-of-pocket expenses of the Agent, including reasonable fees and
disbursements of special counsel for the Agent, in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by
the Agent or any Lender, including fees and disbursements of counsel, in
connection with such Event of Default and collection and other enforcement
proceedings resulting therefrom.


     (b)  The Borrower agrees to indemnify the Agent, each Lender and each of
their respective Affiliates, and the directors, officers, employees, agents and
advisors of each of the foregoing (each, an “Indemnitee”) and hold each
Indemnitee harmless from and against any and all liabilities, claims, losses,
damages, costs and expenses of any kind, including, without limitation, the
reasonable fees and disbursements of counsel, which may be incurred by any
Indemnitee relating to or arising out of (i) the execution or delivery of this
Agreement or the performance of the parties hereto of their respective
obligations hereunder or (ii) any actual or proposed use of proceeds of Loans
hereunder; provided that no Indemnitee shall have the right to be indemnified
hereunder for its own gross negligence or willful misconduct as determined by a
court of competent jurisdiction. To the extent permitted by applicable law,
the Borrower shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
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arising out of, in connection with, or as a result of, this Agreement, any
Loan or the use of proceeds thereof.





     SECTION 9.04. Amendments and Waivers. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Borrower and the Required Lenders (and, if the
rights or duties of the Agent are affected thereby, by the Agent); provided
that no such amendment or waiver shall, unless signed by each Lender directly
affected thereby, (i) increase or decrease the Commitment of any Lender or
subject any Lender to any additional obligation, (ii) reduce or forgive the
principal of or rate of interest on any Loan or any fees hereunder or (iii)
postpone the date fixed for any payment of principal of or interest on any Loan
or any fees hereunder or for any reduction or termination of any Commitment;
provided further that no such amendment or waiver shall, unless signed by all
the Lenders, amend this Section or otherwise change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Loans, or the
number of Lenders, which shall be required for the Lenders or any of them to
take any action under this Section or any other provision of this Agreement.





     SECTION 9.05. 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 any attempted
assignment or transfer by the Borrower without such consent shall be null and
void), except as contemplated by Section 5.06. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto and their respective successors and assigns permitted
hereby) any legal or equitable right, remedy or claim under or by reason of
this Agreement.


     (b)  Any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided that (i) except in
the case of an assignment to a Lender or an Affiliate of a Lender, each of the
Borrower and the Agent must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld, it being understood that it
shall, for example, be reasonable for the Borrower to withhold consent if the
proposed assignee does not have an investment grade rating), (ii) except in the
case of an assignment to a Lender or an Affiliate of a Lender or an assignment
of the entire remaining amount of the assigning Lender’s Commitment (or, if the
Commitments have terminated, the entire amount of its outstanding Loans), the
amount of the Commitment (or, if the Commitments have terminated, the amount of
the outstanding Loans) of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Agent) shall not be less than $5,000,000 unless
each of the Borrower and the Agent otherwise consent, (iii) 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, except that
this clause (iii) shall not apply to rights in respect of outstanding Money
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execute and deliver to the Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500 (except that such fee shall not
be payable in the case of an assignment by a Lender to one of its Affiliates or
to another Lender), and (v) the assignee, if it shall not be a Lender, shall
deliver to the Agent an Administrative Questionnaire; and provided further that
any consent of the Borrower otherwise required under this paragraph shall not
be required if an Event of Default under clause (a), (b), (g) or (h) of Section
6.01 has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to paragraph (d) of this Section, from and after the effective
date specified in each Assignment and Assumption the assignee thereunder shall
be a party hereto 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 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, 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 2.14, 8.03, 8.05 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph 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 paragraph (e) of this Section.


     (c)  The Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices in The City of New York 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 Commitment of, and principal
amount of the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrower, the 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)  Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Agent shall accept such Assignment and Assumption and
record the information contained therein in the Register. No assignment shall
be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.


     (e)  Any Lender may, without the consent of the Borrower or the Agent, sell
participations to one or more banks or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans 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
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(iii)  the Borrower, the 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, modification or waiver
described in the first proviso to Section 9.04 that affects such Participant.
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.14, 2.16, 8.03 and
8.04 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.


     (f)  A Participant shall not be entitled to receive any greater payment
under Section 8.03 or 8.04 than 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 or by reason of the provisions of Section 8.02, 8.03 or
8.04 requiring such Lender to designate a different Applicable Lending Office
under certain circumstances.


     (g)  Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.





     SECTION 9.06. New York Law. This Agreement shall be construed in
accordance with and governed by the law of the State of New York.





     SECTION 9.07. Counterparts; Integration. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy or other electronic transmission shall be as effective as delivery of
a manually executed counterpart of this Agreement. This Agreement constitutes
the entire agreement and understanding among the parties hereto and supersedes
any and all prior agreements and understandings, oral or written, relating to
the subject matter hereof.





     SECTION 9.08. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT AND
THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 






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     SECTION 9.09. Notice and Waiver Related to Existing Credit Agreement. The
Borrower hereby gives notice to each lender under the Existing Credit Agreement
that the Borrower wishes to terminate all commitments under the Existing Credit
Agreement, effective as of the Effective Date. Each Lender that is a party to
the Existing Credit Agreement, by its execution hereof, waives any requirement
of prior notice set forth in the Existing Credit Agreement as a condition to
the right of the Borrower to terminate such commitments.





     SECTION 9.10. Headings. The headings in this Agreement are for reference
only and shall not affect the interpretation of this Agreement.





     SECTION 9.11. Disclosure. Notwithstanding anything herein to the
contrary, the Borrower, the Agent and each Lender (and each employee,
representative or other agent of each of the foregoing parties) may disclose to
any and all Persons without limitation of any kind, the U.S. tax treatment and
U.S. tax structure of this Agreement and the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are provided to any of the foregoing parties relating to such U.S. tax
treatment and U.S. tax structure. However, the foregoing does not constitute
an authorization to disclose the identity of the Borrower or, except to the
extent relating to such tax structure or tax treatment, any specific pricing
terms or commercial or financial information.


 






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50


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	 	 	AETNA INC.,
	 	 	 	 	 	 	 
	 	 	 	 	 	by	 
	 	 	 	 	 	 	/s/ Alfred P. Quirk,
Jr.
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name: Alfred P. Quirk,
Jr.
	 	 	 	 	 	 	

	 	 	 	 	 	 	Title: Vice
President, Finance and Treasurer
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aetna Inc.
	 	 	 	 	 	 	151 Farmington Avenue, RE6A
	 	 	 	 	 	 	Hartford, CT 06156
	 	 	 	 	 	 	Attention: Vice President, Finance
	 	 	 	 	 	 	Telecopier: (860) 273-1314
	 	 	 	 	 	 	Telex: 99 241
	 	 	 	 	 	 	 
	 	 	 	 	 	 	with a copy to:
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aetna Inc.
	 	 	 	 	 	 	151 Farmington Avenue, RC4A
	 	 	 	 	 	 	Hartford, CT 06156
	 	 	 	 	 	 	Attention: General Counsel
	 	 	 	 	 	 	Telecopier: (860) 273-8340
	 	 	 	 	 	 	Telex: 99 241



 






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JPMORGAN CHASE BANK,
individually and as

 Agent,
	 	 	 	 	 	 	 
	 	 	 	 	 	by	 
	 	 	 	 	 	 	/s/ Dawn Lee Lum
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name: Dawn Lee Lum
	 	 	 	 	 	 	

	 	 	 	 	 	 	Title: Vice
President
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	 	 	JPMorgan Chase Bank
	 	 	 	 	 	 	270 Park Avenue
	 	 	 	 	 	 	New York, NY 10017
	 	 	 	 	 	 	Attention: Dawn Leelum
	 	 	 	 	 	 	Telecopier: (212) 270-3279
	 	 	 	 	 	 	Email: dawn.leelum@jpmorgan.com
	 	 	 	 	 	 	 
	 	 	 	 	 	 	with a copy to:
	 	 	 	 	 	 	 
	 	 	 	 	 	 	JPMorgan Chase Bank
	 	 	 	 	 	 	Loan & Agency Services
	 	 	 	 	 	 	1111 Fannin, 10th Floor
	 	 	 	 	 	 	Houston, TX 77002
	 	 	 	 	 	 	Attention: Sheila King
	 	 	 	 	 	 	Telecopier: (713) 750-2783
	 	 	 	 	 	 	Email: sheila.g.king@jpmorgan.com




 










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BANK OF AMERICA, N.A.,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	    /s/
Craig Murlless	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	    Craig Murlless
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	    Vice President
	 	 	 	 	 	 	 
	 	




 






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CITIBANK, N.A.,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	    /s/
Maria G. Hackley	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	    Maria G. Hackley
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	    Managing Director
	 	 	 	 	 	 	 
	 	




 






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DEUTSCHE BANK AG, NEW YORK BRANCH,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	    /s/
Ruth Leung	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	    Ruth Leung
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	    Director
	 	 	 	 	 	 	 
	 	

	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	    /s/
Clinton M. Johnson	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	    Clinton M. Johnson
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	    Managing Director
	 	 	 	 	 	 	 
	 	




 






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FLEET NATIONAL BANK,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	    /s/
Carla Halesano	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	    Carla Halesano
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	    Director
	 	 	 	 	 	 	 
	 	




 






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BANK ONE, NA, (MAIN OFFICE CHICAGO),
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	    /s/
L. Richard Schiller	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	    L. Richard Schiller
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	   Director
	 	 	 	 	 	 	 
	 	




 






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MORGAN STANLEY BANK,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	    /s/
Jaap L. Tonckens	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	    Jaap L. Tonckens
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	    Vice President
	 	 	 	 	 	 	 
	 	




 






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UBS LOAN FINANCE LLC,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	/s/ Wilfred V. Sanit
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Wilfred V. Sanit
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	Associate Director
	 	 	 	 	 	 	 
	 	

	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	/s/
Joselin Fernandes
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Joselin Fernandes
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	Associate Director
	 	 	 	 	 	 	 	 	




 






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WILLIAM STREET COMMITMENT CORPORATION

(recourse only to assets of Williams Street

Commitment Corporation),
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	/s/ Jennifer M. Hill
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Jennifer M. Hill
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	Vice President and CFO
	 	 	 	 	 	 	 
	 	




 






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STATE STREET BANK AND TRUST COMPANY,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	/s/
Edward M. Anderson
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Edward M. Anderson
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	Vice President
	 	 	 	 	 	 	 
	 	




 






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WACHOVIA BANK, NATIONAL 

ASSOCIATION,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	/s/
Kimberly Shaffer
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Kimberly Shaffer
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	Director
	 	 	 	 	 	 	 
	 	




 






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THE BANK OF NEW YORK,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	/s/
Thomas J. McCormack	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Thomas J. McCormack
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	Vice President
	 	 	 	 	 	 	 
	 	




 






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NATIONAL CITY BANK,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 	 	 
	 	 	 	 	 	 	/s/
Gustavus A. Bahr	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Gustavus A. Bahr
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	Relationship Manager