exv10w31



 





EXHIBIT 10.31




CREDIT AGREEMENT




AMONG




COOPER CAMERON CORPORATION,

AND THE OTHER BORROWERS NAMED HEREIN

AS BORROWERS,




THE LENDERS NAMED HEREIN,




BANK ONE, NA

AS AGENT,




BANC ONE CAPITAL MARKETS, INC.

AS LEAD ARRANGER AND SOLE BOOK RUNNER,




CREDIT LYONNAIS NEW YORK BRANCH

AS SYNDICATION AGENT,




AND




ABN AMRO BANK N.V., CITIBANK, N.A.,

AND THE ROYAL BANK OF SCOTLAND PLC

AS DOCUMENTATION AGENTS




DATED AS OF




DECEMBER 12, 2003




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	ARTICLE II THE CREDITS
	 	 	15	 
	2.1 Commitment
	 	 	15	 
	2.2 Determination of Dollar Amounts; Required Payments; Termination
	 	 	15	 
	2.3 Ratable Loans
	 	 	16	 
	2.4 Types of Advances
	 	 	16	 
	2.5 Swing Line Loans
	 	 	16	 
	2.6 Facility Fee; Usage Fee; Reductions in Aggregate Commitment
	 	 	19	 
	2.7 Minimum Amount of Each Advance
	 	 	20	 
	2.8 Optional Principal Payments
	 	 	20	 
	2.9 Method of Selecting Types and Interest Periods for New Advances
	 	 	20	 
	2.10 Conversion and Continuation of Outstanding Advances
	 	 	20	 
	2.11 Method of Borrowing
	 	 	21	 
	2.12 Changes in Interest Rate, etc.
	 	 	22	 
	2.13 Rates Applicable After Default
	 	 	22	 
	2.14 Method of Payment
	 	 	22	 
	2.15 Advances to be Made in Euro
	 	 	23	 
	2.16 Noteless Agreement; Evidence of Indebtedness
	 	 	23	 
	2.17 Telephonic Notices
	 	 	24	 
	2.18 Interest Payment Dates; Interest and Fee Basis
	 	 	24	 
	2.19 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions
	 	 	24	 
	2.20 Lending Installations
	 	 	24	 
	2.21 Non-Receipt of Funds by the Agent
	 	 	25	 
	2.22 Market Disruption
	 	 	25	 
	2.23 Judgment Currency
	 	 	25	 
	2.24 Additional Borrowing Subsidiaries
	 	 	26	 
	2.25 Lender Replacement
	 	 	26	 
	2.26 Facility LCs
	 	 	26	 
	2.27 Increase in Commitment
	 	 	31	 
	ARTICLE III YIELD PROTECTION; TAXES
	 	 	32	 
	3.1 Yield Protection
	 	 	32	 
	3.2 Changes in Capital Adequacy Regulations
	 	 	33	 
	3.3 Availability of Types of Advances
	 	 	34	 
	3.4 Funding Indemnification
	 	 	34	 
	3.5 Taxes
	 	 	34	 
	3.6 Lender Statements; Survival of Indemnity
	 	 	36	 
	ARTICLE IV CONDITIONS PRECEDENT
	 	 	36	 
	4.1 Initial Credit Extensions
	 	 	36	 







i









 






	 	 	 	 	 
	 	 	Page
	 
	4.2 Each Credit Extension
	 	 	38	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	 	 	39	 
	5.1 Existence and Standing
	 	 	39	 
	5.2 Authorization and Validity
	 	 	39	 
	5.3 No Conflict; Government Consent
	 	 	39	 
	5.4 Financial Statements
	 	 	39	 
	5.5 Taxes
	 	 	40	 
	5.6 Litigation and Contingent Obligations
	 	 	40	 
	5.7 Subsidiaries
	 	 	40	 
	5.8 ERISA
	 	 	40	 
	5.9 Accuracy of Information
	 	 	40	 
	5.10 Regulation U
	 	 	41	 
	5.11 Material Agreements
	 	 	41	 
	5.12 Compliance With Laws
	 	 	41	 
	5.13 Ownership of Properties
	 	 	41	 
	5.14 Plan Assets; Prohibited Transactions
	 	 	41	 
	5.15 Environmental Matters
	 	 	41	 
	5.16 Investment Company Act
	 	 	41	 
	5.17 Public Utility Holding Company Act
	 	 	41	 
	5.18 Reportable Transaction
	 	 	42	 
	ARTICLE VI COVENANTS
	 	 	42	 
	6.1 Financial Reporting
	 	 	42	 
	6.2 Use of Proceeds
	 	 	43	 
	6.3 Notice of Default
	 	 	43	 
	6.4 Conduct of Business
	 	 	43	 
	6.5 Taxes
	 	 	43	 
	6.6 Insurance
	 	 	44	 
	6.7 Compliance with Laws
	 	 	44	 
	6.8 Maintenance of Properties
	 	 	44	 
	6.9 Inspection
	 	 	44	 
	6.10 Capital Stock and Dividends
	 	 	44	 
	6.11 Indebtedness
	 	 	44	 
	6.12 Merger
	 	 	45	 
	6.13 Sale of Assets
	 	 	45	 
	6.14 Sale of Accounts
	 	 	45	 
	6.15 Liens
	 	 	46	 
	6.16 Affiliates
	 	 	46	 
	6.17 Environmental Matters
	 	 	46	 
	6.18 Restrictions on Subsidiary Payments
	 	 	46	 
	6.19 ERISA Compliance
	 	 	47	 
	6.20 Financial Covenants
	 	 	47	 







ii









 






	 	 	 	 	 
	 	 	Page
	 
	ARTICLE VII DEFAULTS
	 	 	47	 
	ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
	 	 	49	 
	8.1 Acceleration; Facility LC Collateral Account
	 	 	49	 
	8.2 Amendments
	 	 	51	 
	8.3 Preservation of Rights
	 	 	51	 
	ARTICLE IX GENERAL PROVISIONS
	 	 	52	 
	9.1 Survival of Representations
	 	 	52	 
	9.2 Governmental Regulation
	 	 	52	 
	9.3 Headings
	 	 	52	 
	9.4 Entire Agreement
	 	 	52	 
	9.5 Several Obligations; Benefits of this Agreement
	 	 	52	 
	9.6 Expenses; Indemnification
	 	 	52	 
	9.7 Numbers of Documents
	 	 	53	 
	9.8 Accounting
	 	 	53	 
	9.9 Severability of Provisions
	 	 	54	 
	9.10 Nonliability of Lenders
	 	 	54	 
	9.11 Confidentiality
	 	 	54	 
	9.12 Nonreliance
	 	 	55	 
	9.13 Disclosure
	 	 	55	 
	ARTICLE X THE AGENT
	 	 	55	 
	10.1 Appointment; Nature of Relationship
	 	 	55	 
	10.2 Powers
	 	 	55	 
	10.3 General Immunity
	 	 	55	 
	10.4 No Responsibility for Loans, Recitals, etc.
	 	 	55	 
	10.5 Action on Instructions of Lenders
	 	 	56	 
	10.6 Employment of Agents and Counsel
	 	 	56	 
	10.7 Reliance on Documents; Counsel
	 	 	56	 
	10.8 Agent’s Reimbursement and Indemnification
	 	 	56	 
	10.9 Notice of Default
	 	 	57	 
	10.10 Rights as a Lender
	 	 	57	 
	10.11 Lender Credit Decision
	 	 	57	 
	10.12 Successor Agent
	 	 	57	 
	10.13 Agent and Arranger Fees
	 	 	58	 
	10.14 Delegation to Affiliates
	 	 	58	 
	10.15 Co-Agents
	 	 	58	 
	ARTICLE XI SETOFF; RATABLE PAYMENTS
	 	 	58	 
	11.1 Setoff
	 	 	58	 
	11.2 Ratable Payments
	 	 	58	 







iii









 






	 	 	 	 	 
	 	 	Page
	 
	ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
	 	 	59	 
	12.1 Successors and Assigns
	 	 	59	 
	12.2 Participations
	 	 	59	 
	12.3 Assignments
	 	 	60	 
	12.4 Dissemination of Information
	 	 	61	 
	12.5 Tax Treatment
	 	 	61	 
	ARTICLE XIII NOTICES
	 	 	61	 
	13.1 Notices
	 	 	61	 
	13.2 Change of Address
	 	 	61	 
	ARTICLE XIV COUNTERPARTS
	 	 	61	 
	ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
	 	 	62	 
	15.1 CHOICE OF LAW
	 	 	62	 
	15.2 CONSENT TO JURISDICTION
	 	 	62	 
	15.3 WAIVER OF JURY TRIAL
	 	 	62	 







SCHEDULES AND EXHIBITS




	 	 	 
	PRICING SCHEDULE
	 	 
	EXHIBIT A-1

	 	FORM OF IN-HOUSE COUNSEL OPINION
	EXHIBIT A-2

	 	FORM OF OUTSIDE COUNSEL OPINION
	EXHIBIT B

	 	FORM OF COMPLIANCE CERTIFICATE
	EXHIBIT C

	 	FORM OF ASSIGNMENT AGREEMENT
	EXHIBIT D

	 	FORM OF LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION
	EXHIBIT E

	 	FORM OF NOTE
	EXHIBIT F

	 	FORM OF JOINDER AGREEMENT
	SCHEDULE 1

	 	SUBSIDIARIES
	SCHEDULE 2

	 	LIENS
	SCHEDULE 3

	 	EUROCURRENCY PAYMENT OFFICES OF THE AGENT







iv









 





CREDIT AGREEMENT




     This Agreement, dated as of December 12, 2003, is among Cooper Cameron
Corporation, Cooper Cameron (U.K.) Limited, Cameron GmbH, Cooper Cameron
(Singapore) Pte. Ltd., Cooper Cameron Canada Corp., Cooper Cameron (Luxembourg)
SARL, the Lenders (defined below), Credit Lyonnais New York Branch, as
Syndication Agent, ABN AMRO Bank N.V., Citibank, N.A., and The Royal Bank of
Scotland plc, as Documentation Agents, and Bank One, NA, as L/C Issuer and
Agent. The parties hereto agree as follows:



ARTICLE I




DEFINITIONS




     As used in this Agreement:



     “Additional Lender” is defined in Section 2.27(a).



     “Advance” means a borrowing hereunder, (a) made by some or all of the
Lenders on the same Borrowing Date, or (b) converted or continued by the
Lenders on the same date of conversion or continuation, consisting, in either
case, of the aggregate amount of the several Loans of the same Type and, in the
case of Eurocurrency Loans, in the same Agreed Currency and for the same
Interest Period. The term “Advance” shall include Swing Line Loans unless
otherwise expressly provided.



     “Affiliate” of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 15% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.



     “Agent” means Bank One in its capacity as contractual representative of
the Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article X.



     “Agreed Currencies” means (a) Dollars, (b) so long as such currencies
remain Eligible Currencies, British Pounds Sterling, Canadian Dollars, and, the
Euro, and (c) any other Eligible Currency which a Borrower requests the Agent
to include as an Agreed Currency hereunder and which is acceptable to all of
the Lenders.



     “Aggregate Commitment” means the aggregate of the Commitments of all the
Lenders, as reduced or increased from time to time pursuant to the terms
hereof.



     “Aggregate Outstanding Credit Exposure” means, at any time, the aggregate
of the Outstanding Credit Exposure of all the Lenders.



     “Agreement” means this credit agreement, as it may be amended, restated,
modified or supplemented and in effect from time to time.



     “Agreement Accounting Principles” means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.



 









 





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



     “Applicable Fee Rate” means, at any time, the percentage rate per annum at
which Facility Fees or usage fees are accruing at such time as set out in the
attached Pricing Schedule.



     “Applicable Margin” means, with respect to Advances of any Type or
Facility LC’s of any Type, at any time, the percentage rate per annum which is
applicable at such time with respect to Advances or Facility LC’s of such Type
as set out in the attached Pricing Schedule.



     “Approximate Equivalent Amount” of any currency with respect to any amount
of Dollars shall mean the Equivalent Amount of such currency with respect to
such amount of Dollars on or as of such date, rounded up to the nearest amount
of such currency as determined by the Agent from time to time.



     “Arranger” means Banc One Capital Markets, Inc., a Delaware corporation,
and its successors, in its capacity as Lead Arranger and Sole Book Runner.



     “Article” means an article of this Agreement unless another document is
specifically referenced.



     “Asset Disposition” means any sale, transfer, or other disposition of any
asset of the Parent or any Subsidiary in a single transaction or in a series of
related transactions (other than the sale of inventory in the ordinary course,
the sale of obsolete or excess machinery, equipment, or furniture in the
ordinary course, and the sale of accounts and notes receivable permitted by
Section 6.14).



     “Attributable Debt” means as at the time of determination (a) with respect
to a Synthetic Lease, the present value (discounted at the explicit or implicit
interest rate applicable to such Synthetic Lease at such time) of the total
obligations of the lessee for rental payments during the remaining term of such
Synthetic Lease at such time and (b) with respect to an accounts or notes
receivable financing or securitization program, the outstanding balance of
amounts advanced in respect of the receivables and notes under such program.



     “Authorized Officer” means, with respect to any of the Borrowers, any of
the chief executive officer, president, chief financial officer, treasurer, or
controller, acting singly.



     “Availability” is defined in Section 7.2.



     “Available Aggregate Commitment” means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.



     “Bank Guaranty” means a guaranty executed by a LC Issuer with respect to
obligations of a Borrower and provided pursuant to this Agreement.



     “Bank One” means Bank One, NA, a national banking association having its
principal office in Chicago, Illinois, in its individual capacity, and its
successors.



     “Borrower” means any of the Parent and the Borrowing Subsidiaries and
“Borrowers” means, collectively, the Parent and the Borrowing Subsidiaries.



     “Borrowing Date” means a date on which an Advance is made hereunder.



-2-









 





     “Borrowing Notice” is defined in Section 2.9.



     “Borrowing Subsidiary” means each of Cooper Cameron (U.K.) Limited,
Cameron GmbH, Cooper Cameron (Singapore) Pte. Ltd., Cooper Cameron Canada
Corp., Cooper Cameron (Luxembourg) SARL and any other Subsidiary of the Parent
which has entered into a Joinder Agreement.



     “Business Day” means (a) with respect to any borrowing, payment or rate
selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in Dollars and the
other Agreed Currencies are carried on in the London interbank market (and, if
the Advances which are the subject of such borrowing, payment or rate selection
are denominated in Euro, a day upon which such clearing system as is determined
by the Agent to be suitable for clearing or settlement of the Euro is open for
business) and (b) for all other purposes, a day (other than a Saturday or
Sunday) on which banks generally are open in Chicago for the conduct of
substantially all of their commercial lending activities and interbank wire
transfers can be made on the Fedwire system.



     “Canadian Borrower” means any Borrowing Subsidiary which is incorporated
under and operating in Canada or one of its provinces.



     “Canadian Dollars” shall mean the lawful currency of Canada.



     “Canadian Swing Line Borrowing Notice” is defined in Section 2.5.1(b).



     “Canadian Swing Line Election” means the agreement of the Canadian Swing
Line Lenders to make, at their election, Canadian Swing Line Loans up to a
maximum principal amount of $10,000,000 at any one time outstanding.



     “Canadian Swing Line Lender” means Bank One, NA, Canada Branch, and each
other Lender which agrees at the request of the Parent to act as a Canadian
Swing Line Lender hereunder, or any other Lender which may succeed to their
rights and obligations as Canadian Swing Line Lender pursuant to the terms of
this Agreement, and “Canadian Swing Line Lenders” means, collectively, all of
such Canadian Swing Line Lenders. Each Canadian Swing Line Lender must be
exempt from withholding taxes imposed by Canada on interest payments made by
the Parent or any Canadian Borrower, but need not be located in Canada.



     “Canadian Swing Line Loan” means a Loan made available to the Parent or
any Canadian Borrower by the Canadian Swing Line Lenders pursuant to Section
2.5.1.



     “Canadian Swing Line Share” means, with respect to a Canadian Swing Line
Lender, a portion equal to a fraction the numerator of which is the Dollar
Amount set out opposite its signature below under the heading “Canadian Swing
Line Loan Amount” (as it may be modified as a result of any assignment that has
become effective pursuant to Section 12.3.2 or as otherwise modified from time
to time pursuant to the terms hereof) and the denominator of which is Dollar
Amount of the Canadian Swing Line Election.



     “Capitalized Lease” of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.



-3-









 







     “Capitalized Lease Obligations” of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.



     “CERCLA” means the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, and all rules and regulations and
requirements thereunder in each case as now or hereafter in effect.



     “Change in Control” means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 50% or more of the outstanding shares of voting stock of the
Parent.



     “Closing Date” means the date on or after the date of this Agreement on
which all conditions precedent set out in Section 4.1 hereof have been
satisfied or waived by the party or parties entitled to performance thereof.



     “Code” means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.



     “Collateral Shortfall Amount” is defined in Section 8.1.



     “Commitment” means, for each Lender, the obligation of such Lender to make
Revolving Loans to, and participate in Facility LCs issued upon the application
of, the Borrowers in an aggregate amount not exceeding the amount set out
opposite its signature below, as it may be modified as a result of any
assignment that has become effective pursuant to Section 12.3.2 or as otherwise
modified from time to time pursuant to the terms hereof.



     “Commitment Increase” is defined in Section 2.27(a).



     “Compliance Certificate” means a certificate substantially in the form of
Exhibit B.



     “Computation Date” is defined in Section 2.2.



     “Consolidated EBITDA” means (a) Consolidated Net Income for any applicable
period plus, to the extent deducted from revenues in determining Consolidated
Net Income (a) Consolidated Interest Expense for such period, (ii) expenses for
income and franchise taxes paid or accrued during such period, (iii)
depreciation and amortization for such period, (iv) non-recurring, non-cash
charges for such period, and (iv) extraordinary losses incurred during such
period other than in the ordinary course of business minus, to the extent
included in Consolidated Net Income, extraordinary gains realized in such
period other than in the ordinary course of business, all calculated for the
Parent and its Subsidiaries on a consolidated basis, and (b) includes, on a pro
forma basis, Consolidated EBITDA of any Person acquired in accordance with
Section 6.12 for the four fiscal quarters most recently ended prior to the date
of such acquisition, provided that the Consolidated EBITDA of any such acquired
Person may be included in the Consolidated EBITDA of the Parent only if the
Parent provides to the Agent, prior to or simultaneously with the delivery of
any Compliance Certificate including the Consolidated EBITDA of such Person,
financial statements of such Person for the fiscal year of such Person most
recently ended, audited by independent certified public accountants reasonably
acceptable to the Agent and including, at a minimum, a balance sheet, income
statement, and statement of cash flows.



-4-









 







     “Consolidated Indebtedness” means at any time the Indebtedness of the
Parent and its Subsidiaries calculated on a consolidated basis as of such time.



     “Consolidated Interest Expense” means, with reference to any period, the
interest expense, whether paid or accrued, of the Parent and its Subsidiaries
calculated on a consolidated basis for such period as determined in accordance
with Agreement Accounting Principles.



     “Consolidated Net Income” means, for any period, the net income (or loss)
of the Parent and its Subsidiaries calculated on a consolidated basis for such
period in accordance with Agreement Accounting Principles.



     “Consolidated Net Worth” means at any time the consolidated stockholders’
equity of the Parent and its Subsidiaries calculated on a consolidated basis as
of such time; provided that any changes in consolidated stockholders’ equity as
a result of (a) foreign currency translation adjustments and (b) any change in
the fair value of any Financial Contract pursuant to Financial Accounting
Standards Board Bulletin No 133, in each case after the date hereof, shall be
excluded when computing Consolidated Net Worth.



     “Contingent Obligation” of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person,
or agrees to maintain the net worth or working capital or other financial
condition of any other Person, or otherwise assures any creditor of such other
Person against loss, including, without limitation, any comfort letter, bank
guaranties, operating agreement, take-or-pay contract, a standby letter of
credit which supports a payment obligation, or the obligations of any such
Person as general partner of a partnership with respect to the liabilities of
the partnership, and specifically excluding commercial letters of credit and
standby letters of credit which support performance obligations.



     “Conversion/Continuation Notice” is defined in Section 2.10.



     “Controlled Group” means all members of a controlled group of corporations
or other business entities and all trades or businesses (whether or not
incorporated) under common control which, together with the Parent or any of
its Subsidiaries, are treated as a single employer under Section 414 of the
Code.



     “Coverage Ratio” means, for any applicable computation period, the ratio
of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense
for such period.



     “Credit Extension” means the making of an Advance or the issuance of a
Facility LC hereunder.



     “Credit Extension Date” means the Borrowing Date for an Advance or the
issuance date for a Facility LC.



     “Default” means an event described in Article VII.



     “Documentary Letter of Credit” means a commercial letter of credit
qualifying as a trade-related contingency under 12 CFR Part 3, Appendix A,
Section 3(b)(3) or any successor U.S. Comptroller of the Currency regulation.



     “Dollar Amount” of any currency at any date shall mean (a) the amount of
such currency if such currency is Dollars or (b) the equivalent in such
currency of such amount of Dollars if such currency is any currency other than
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot



-5-









 








rates of exchange of the Agent for such currency on the London market at
11:00 a.m., London time, on or as of the most recent Computation Date provided
for in Section 2.2.



     “Dollars” and “$” shall mean the lawful currency of the United States of
America.



     “Eligible
Assignee” means any commercial bank organized under the laws of
the United States or any of the countries parties to the Organization for
Economic Cooperation and Development or any political subdivision of any
thereof which has primary capital (or its equivalent) of not less than
$250,000,000, is approved by the Agent, and, so long as no Default exists, is
approved by the Parent, in either case, such approval not to be unreasonably
withheld.



     “Eligible Currency” means any currency other than Dollars (a) that is
readily available, (b) that is freely traded, (c) in which deposits are
customarily offered to banks in the London interbank market, (d) which is
convertible into Dollars in the international interbank market and (e) as to
which an Equivalent Amount may be readily calculated. If, after the
designation by the Lenders of any currency as an Agreed Currency, (i) currency
control or other exchange regulations are imposed in the country in which such
currency is issued with the result that different types of such currency are
introduced, (ii) such currency is, in the determination of the Agent, no longer
readily available or freely traded or (iii) in the determination of the Agent,
an Equivalent Amount of such currency is not readily calculable, the Agent
shall promptly notify the Lenders and the Borrowers, and such currency shall no
longer be an Agreed Currency until such time as all of the Lenders agree to
reinstate such currency as an Agreed Currency and promptly, but in any event
within five Business Days of receipt of such notice from the Agent, the
Borrowers shall repay all Loans in such affected currency or convert such Loans
into Loans in Dollars or another Agreed Currency, subject to the other terms
set out in Article II.



     “Environmental Laws” means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to (a) the
protection of the environment, (b) the effect of the environment on human
health, (c) emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into surface water, ground water or land, or (d)
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.



     “Equivalent Amount” of any currency with respect to any amount of Dollars
at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such other currency at 11:00 a.m.,
London time, on the date on or as of which such amount is to be determined.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.



     “Euro”and/or “EUR” means the euro referred to in Council Regulation (EC)
No. 1103/97 dated June 17, 1997 passed by the Council of the European Union,
or, if different, the then lawful currency of the member states of the European
Union that participate in the third stage of Economic and Monetary Union.



     “Euro Implementation Date” means January 1, 1999.



     “Eurocurrency” means any Agreed Currency.



-6-









 







     “Eurocurrency Advance” means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the applicable Eurocurrency Rate.



     “Eurocurrency Loan” means a Loan which, except as otherwise provided in
Section 2.12, bears interest at the applicable Eurocurrency Rate.



     “Eurocurrency Payment Office” of the Agent shall mean, for each of the
Agreed Currencies, the office, branch, affiliate or correspondent bank of the
Agent specified as the “Eurocurrency Payment Office” for such currency in
Schedule 3 hereto or such other office, branch, affiliate or correspondent bank
of the Agent as it may from time to time specify to the Borrowers and each
Lender as its Eurocurrency Payment Office.



     “Eurocurrency Rate” means, with respect to a Eurocurrency Advance for the
relevant Interest Period, the sum of (a) the quotient of (i) the Eurocurrency
Reference Rate applicable to such Interest Period, divided by (ii) one minus
the Reserve Requirement (expressed as a decimal) applicable to such Interest
Period, plus (b) the Applicable Margin.



     “Eurocurrency Reference Rate” means, with respect to a Eurocurrency
Advance for the relevant Interest Period, the applicable British Bankers’
Association Interest Settlement Rate for deposits in the applicable Agreed
Currency appearing on Reuters Screen FRBD or the applicable Reuters Screen for
such Agreed Currency as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period, and having a maturity equal to such
Interest Period, provided that, (a) if Reuters Screen FRBD or the applicable
Reuters Screen for such Agreed Currency is not available to the Agent for any
reason, the applicable Eurocurrency Reference Rate for the relevant Interest
Period shall instead be the applicable British Bankers’ Association Interest
Settlement Rate for deposits in the Applicable Agreed Currency as reported by
any other generally recognized financial information service as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
and having a maturity equal to such Interest Period, and (b) if no such British
Bankers’ Association Interest Settlement Rate is available, the applicable
Eurocurrency Reference Rate for the relevant Interest Period shall instead be
the rate determined by the Agent to be the arithmetic average of the rates
reported to the Agent by each Reference Lender as the rate at which such
Reference Lender offers to place deposits in the applicable Agreed Currency
with first-class banks in the London interbank market at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period, in the approximate amount of such Reference Lender’s relevant
Eurocurrency Loan and having a maturity equal to such Interest Period. If any
Reference Lender fails to provide such quotation to the Agent, then the Agent
shall determine the Eurocurrency Reference Rate on the basis of the quotations
of the remaining Reference Lender(s).



     “Excess Obligations” is defined in Section 2.2(a).



     “Excluded Taxes” means, in the case of each Lender or applicable Lending
Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (a) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (b) the jurisdiction
in which the Agent’s or such Lender’s principal executive office or such
Lender’s applicable Lending Installation is located.



     “Exhibit” refers to an exhibit to this Agreement, unless another document
is specifically referenced.



     “Facility Fee” is defined in Section 2.6.1.



     “Facility LC” is defined in Section 2.26.1.



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     “Facility LC Application” is defined in Section 2.26.3.



     “Facility LC Collateral Account” is defined in Section 2.26.11.



     “Facility Termination Date” means December 12, 2007 or any earlier date on
which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.



     “Federal Funds Effective Rate” means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations at approximately 10:00
a.m. (Central Time) on such day on such transactions received by the Agent from
three Federal funds brokers of recognized standing selected by the Agent in its
sole discretion.



     “Fee Letter” means that certain fee letter dated November 5, 2003, among
Agent, Arranger and the Parent, as amended from time to time.



     “Financial Contract” of a Person means (a) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics, or (b) any Rate Management
Transaction.



     “Financial Letter of Credit” means a letter of credit other than a
Performance Letter of Credit or a Documentary Letter of Credit, and shall
include without limitation standby letters of credit issued to secure financial
obligations.



     “Floating Rate” means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, in each case changing when and as the
Alternate Base Rate changes.



     “Floating Rate Advance” means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.



     “Floating Rate Loan” means a Loan which, except as otherwise provided in
Section 2.12, bears interest at the Floating Rate.



     “Foreign Subsidiary” means a Subsidiary not organized under the laws of
the United States or any state, possession, or territory thereof.



     “Guaranty” means that certain Guaranty by Parent dated as of December 12,
2003, executed by the Parent in favor of the Agent, for the ratable benefit of
the Lenders, as it may be amended or modified and in effect from time to time.



     “Hazardous Materials” means the substances identified as such pursuant to
CERCLA and any chemicals regulated under any other Environmental Law, including
without limitation pollutants, contaminants, petroleum or petroleum products
Released into the environment, radionuclides, radioactive materials, and
medical and infectious waste.



     “Increasing Lender” is defined in Section 2.27(a).



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     “Indebtedness” of a Person means such Person’s (a) obligations for
borrowed money, (b) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary
course of such Person’s business payable on terms customary in the trade), (c)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (d) obligations which are evidenced by notes, acceptances, or other
instruments, (e) obligations of such Person to purchase securities or other
Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (f) Capitalized Lease
Obligations, (g) Contingent Obligations, (h) reimbursement obligations of such
Person in respect of letters of credit or acceptance financing, (i) Off-Balance
Sheet Liabilities, (j) any other obligation for borrowed money which in
accordance with Agreement Accounting Principles would be shown as a liability
on the consolidated balance sheet of such Person.



     “Interest Period” means, with respect to a Eurocurrency Advance, a period
of one, two, three or six months (or such other period as may be agreed by the
Lenders with respect to a particular Agreed Currency) commencing on a Business
Day selected by the applicable Borrower pursuant to this Agreement. Such
Interest Period shall end on the day which corresponds numerically to such date
one, two, three or six months (or such other applicable period) thereafter,
provided that if there is no such numerically corresponding day in such next,
second, third or sixth succeeding month (or such other applicable period), such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month (or such other applicable period). If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest
Period shall end on the next succeeding Business Day, provided that if said
next succeeding Business Day falls in a new calendar month, such Interest
Period shall end on the immediately preceding Business Day.



     “Joinder Agreement” means an agreement substantially in the form of
Exhibit F by which a Subsidiary of the Parent becomes a Borrower Subsidiary.



     “LC Fee” is defined in Section 2.26.4.



     “LC Issuer” means Bank One (or any Affiliate designated by Bank One) in
its capacity as issuer of Facility LCs hereunder and, at any Borrower’s option,
any Lender (or, in the case of a Bank Guaranty, its applicable foreign
Affiliate) who agrees to act in the capacity as issuer of Facility LCs
hereunder and “LC Issuers” means, collectively, all of such LC Issuers.



     “LC Obligations” means, at any time, the sum, without duplication, of (a)
the aggregate undrawn stated amount under all Facility LCs outstanding at such
time plus (b) the aggregate unpaid amount at such time of all Reimbursement
Obligations.



     “LC Payment Date” is defined in Section 2.26.5.



     “Lenders” means the lending institutions listed on the signature pages of
this Agreement and their respective successors and assigns. Unless otherwise
specified, the term “Lenders” includes the Swing Line Lenders.



     “Lending Installation” means, with respect to a Lender or the Agent, the
office, branch, subsidiary or affiliate of such Lender or the Agent with
respect to each Agreed Currency listed on the administration information sheets
provided to the Agent in connection herewith or otherwise selected by such
Lender or the Agent pursuant to Section 2.20.



     “Lien” means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement



-9-









 







of any kind or nature whatsoever (including, without limitation, the
interest of a vendor or lessor under any conditional sale, Capitalized Lease or
other title retention agreement).



     “Loan” means a Revolving Loan or Swing Line Loan.



     “Loan Documents” means this Agreement, the Facility LC Applications, any
Notes issued pursuant to Section 2.16, the Guaranty, any Joinder Agreement and
any other documents and agreements contemplated hereby and executed by any
Borrower with or in favor of the Agent or any Lender, as any such agreement,
instrument or document may be amended, modified or supplemented from
time-to-time.



     “Material Adverse Effect” means a material adverse effect on (a) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Parent and its Subsidiaries taken as a whole, (b) the
ability of any Borrower to perform its obligations under the Loan Documents to
which it is a party, or (c) the validity or enforceability of this Agreement,
any Notes, the Guaranty, or any of the other material Loan Documents or the
rights or remedies of the Agent, the applicable LC Issuer, or the Lenders
thereunder.



     “Material Indebtedness” is defined in Section 7.5.



     “Material Subsidiary” means any Subsidiary of the Parent, which Subsidiary
holds or constitutes 10% or more of either the consolidated assets or
Consolidated EBITDA of the Parent.



     “Modify” and “Modification” are defined in Section 2.26.1.



     “Moody’s” means Moody’s Investors Service, Inc., and any successor thereto
which is a nationally recognized statistical rating organization.



     “Multiemployer Plan” means a Plan that is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.



     “National Currency Unit” means the unit of currency (other than a Euro
unit) of each member state of the European Union that participates in the third
stage of Economic and Monetary Union.



     “Non-U.S. Borrower” is defined in Section 3.1(b).



     “Non-U.S. Lender” is defined in Section 3.5(d).



     “Note” is defined in Section 2.16.



     “Obligations” means all unpaid principal of and accrued and unpaid
interest on the Loans, all Reimbursement Obligations, all accrued and unpaid
fees and all expenses, reimbursements, indemnities, obligations under any Rate
Management Transaction with any Lender in connection with Loans under this
Agreement, and other obligations of the Borrowers (or any Borrower) to the
Lenders or to any Lender, any LC Issuer, the Agent, or any indemnified party
arising under the Loan Documents, including without limitation any such
Obligations incurred or accrued during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, whether or not allowed or
allowable in such proceeding.



     “Off-Balance Sheet Liability” of a Person means (a) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (b) any liability under any Sale and Leaseback
Transaction which is not a Capitalized Lease, (c) any liability under any
Synthetic Lease transaction entered into by such Person, or (d) any obligation
arising with respect to any other



-10-









 







transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the balance sheets of
such Person, but excluding from this clause (d) Operating Leases.



     “Offered Rate” is defined in Section 2.5.2(b).



     “Original Currency” is defined in Section 2.14(b).



     “Operating Lease” of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of
the lessor) of one year or more.



     “Other Taxes” is defined in Section 3.5(b).



     “Outstanding Credit Exposure” means, as to any Lender at any time, the sum
of (a) the aggregate principal amount of its Loans outstanding at such time,
plus (b) an amount equal to its Pro Rata Share of the aggregate principal
amount of Swing Line Loans outstanding at such time, plus (c) an amount equal
to its Pro Rata Share of the LC Obligations (other than LC Obligations with
respect to Bank Guaranties) at such time.



     “Parent” means Cooper Cameron Corporation and its successors and assigns.



     “Participants” is defined in Section 12.2.1.



     “Payment Date” means the last day of each March, June, September and
December.



     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor
thereto.



     “Performance Letter of Credit” means a letter of credit qualifying as a
“performance-based standby letter of credit” under 12 CFR Part 3, Appendix A,
Section 3(b)(2)(i) or any successor U.S. Comptroller of the Currency
regulation.



     “Person” means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.



     “Plan” means 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
Code as to which the Parent or any member of the Controlled Group may have any
liability.



     “Pricing Schedule” means the Schedule attached hereto identified as such.



     “Prime Rate” means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.



     “Property” of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased
or operated by such Person.



     “Pro Rata Share” means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender’s Commitment and the denominator
of which is the Aggregate Commitment.



-11-









 







     “Rate Management Transaction” means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into by the
Parent or any of its Subsidiaries which is a rate swap, basis swap, forward
rate transaction, commodity swap, commodity option, equity or equity index
swap, equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
forward transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction (including any
option with respect to any of these transactions) or any combination thereof,
whether linked to one or more interest rates, foreign currencies, commodity
prices, equity prices or other financial measures.



     “Reference Lenders” means Credit Lyonnais New York Branch, ABN Amro Bank
N.V., Citibank, N.A., and The Royal Bank of Scotland plc.



     “Regulation D” means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or
other regulation or official interpretation of said Board of Governors relating
to reserve requirements applicable to member banks of the Federal Reserve
System.



     “Regulation U” means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to
the extension of credit by banks for the purpose of purchasing or carrying
margin stocks applicable to member banks of the Federal Reserve System.



     “Reimbursement Obligations” means, at any time, the aggregate of all
obligations of the Borrowers then outstanding under Section 2.26 to reimburse
the LC Issuers for amounts paid by any LC Issuer in respect of any one or more
drawings under Facility LCs.



     “Release” shall have the meaning set forth in CERCLA or under any other
Environmental Law.



     “Reportable Event” means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided that a failure to meet the minimum
funding standard of Section 412 of the Code and of Section 302 of ERISA shall
be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or
Section 412(d) of the Code.



     “Reports” is defined in Section 9.6.



     “Required Lenders” means Lenders in the aggregate having at least 51% of
the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the Aggregate Outstanding
Credit Exposure.



     “Reserve Requirement” means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on
Eurocurrency liabilities.



     “Revolving Loan” means, with respect to a Lender, such Lender’s loan made
pursuant to its commitment to lend set out in Section 2.1 (or any conversion or
continuation thereof).



     “S&P” means Standard and Poor’s Ratings Services, a division of The McGraw
Hill Companies, Inc., and any successor thereto which is a nationally
recognized statistical rating organization.



-12-









 







     “Sale and Leaseback Transaction” means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.



     “Schedule” refers to a specific schedule to this Agreement, unless another
document is specifically referenced.



     “Section” means a numbered section of this Agreement, unless another
document is specifically referenced.



     “Single Employer Plan” means a Plan, other than a Multiemployer Plan,
maintained by the Parent or any member of the Controlled Group for employees of
the Parent or any member of the Controlled Group.



     “Subsidiary” of a Person means (a) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or
more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
or (b) any partnership, limited liability company, association, joint venture
or similar business organization more than 50% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled. Unless otherwise expressly provided, all references herein to a
“Subsidiary” shall mean a Subsidiary of the Parent.



     “Substantial Portion” means, with respect to the Property of the Parent
and its Subsidiaries, Property which represents more than the greater of (a)
$300,000,000 and (b) 20% of the consolidated assets of the Parent and its
Subsidiaries as would be shown in the consolidated financial statements of the
Parent and its Subsidiaries as at the beginning of the quarter ending with the
month in which such determination is made.



     “Swing Line Commitments” means the Canadian Swing Line Elections and the
US Swing Line Commitment.



     “Swing Line Lenders” means the Canadian Swing Line Lenders and the US
Swing Line Lender.



     “Swing Line Loans” means the Canadian Swing Line Loans and the US Swing
Line Loans.



     “Synthetic Lease” means (a) any lease that is treated as an Operating
Lease under Agreement Accounting Principles but for which the Parent or any of
the Subsidiaries is viewed as the owner of the leased Property under the Code
and (b) guaranties by the Parent or any of the Subsidiaries of the obligations
of the lessor of such leased Property which are secured by the payments due
under the lease of such Property.



     “Taxes” means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.



     “Termination Event” means, with respect to a Plan which is subject to
Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of the Parent or
any other member of a Controlled Group from such Plan during a plan year in
which the Parent or any other member of a Controlled Group was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under
Section 4068(f) of ERISA, (c) the termination of such Plan, the filing of a
notice of intent to terminate such Plan or the treatment of an amendment of
such Plan as a termination under Section 4041 of ERISA, (d) the institution by
the PBGC of proceedings to terminate such Plan, or (e) any event or condition
which might constitute



-13-









 






grounds under Section 4042 of ERISA for the termination of, or appointment
of a trustee to administer, such Plan.



     “Total Capitalization” means, at any time, the sum of Total Debt and
Consolidated Net Worth at such time.



     “Total Debt” means, at any time, that part of the Consolidated
Indebtedness of the Parent and the Subsidiaries at such time which would be
reflected on a balance sheet prepared in accordance with Agreement Accounting
Principles.



     “Transferee” is defined in Section 12.4.



     “Type” means, with respect to any Advance, its nature as a Floating Rate
Advance or a Eurocurrency Advance, and with respect to any Facility LC, its
nature as a Financial Letter of Credit, Performance Letter of Credit,
Documentary Letter of Credit or Bank Guaranty.



     “US Swing Line Borrowing Notice” is defined in Section 2.5.2(b).



     “US Swing Line Commitment” means the obligation of the US Swing Line
Lender to make US Swing Line Loans up to a maximum principal amount of
$15,000,000 at any one time outstanding.



     “US Swing Line Lender” means Bank One or any other Lender which may
succeed to its rights and obligations as US Swing Line Lender pursuant to the
terms of this Agreement.



     “US Swing Line Loan” means a Loan made available to a Borrower by the US
Swing Line Lender pursuant to Section 2.5.2.



     “Unfunded Liabilities” means the amount (if any) by which the actuarial
present value of the benefit attributed by the pension benefit formula under
all Single Employer Plans to employee service rendered prior to that date
(based on current and past compensation levels) exceeds the fair value of all
Plan assets, all determined as of the last day of the Borrowers’ fiscal year
using a calculation methodology, discount rate, expected return on Plan assets,
rate of compensation increase, and other gain or loss components required or
permitted under Statement of Financial Accounting Standards No. 87 in
presenting the projected benefit obligation.



     “Unmatured Default” means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.



     “Wholly-Owned Subsidiary” of a Person means (a) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (b) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.



     The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.




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ARTICLE II




THE CREDITS




     2.1 Commitment. From and including the date of this Agreement and prior
to the Facility Termination Date, each Lender severally agrees, on the terms
and conditions set out in this Agreement, to (a) make Revolving Loans to any
Borrower in Agreed Currencies upon the request of any Borrower from time to
time and (b) participate in Facility LCs issued upon the request of any
Borrower, provided that, after giving effect to the making of each such
Revolving Loan and the issuance of each such Facility LC, such Lender’s Dollar
Amount of its Outstanding Credit Exposure shall not exceed its Commitment,
provided that (i) at no time shall Revolving Loans be outstanding hereunder in
more than three different Agreed Currencies, (ii) at no time shall the Dollar
Amount of Revolving Loans made in Agreed Currencies other than Dollars exceed
$100,000,000 and (iii) all Floating Rate Loans shall be made in Dollars, except
as otherwise provided in Section 2.5.1(d). Subject to the terms of this
Agreement, the Borrowers may borrow, repay and reborrow the Revolving Loans at
any time prior to the Facility Termination Date. The Commitments to extend
credit hereunder shall expire on the Facility Termination Date. The LC Issuers
will issue Facility LCs hereunder on the terms and conditions set out in
Section 2.26.



     2.2 Determination of Dollar Amounts; Required Payments; Termination.



          (a) The Agent will determine the Dollar Amount of




               (i) each Advance as of the date three Business Days prior to the
Borrowing Date or, if applicable, date of conversion/continuation of such
Advance,




               (ii) all outstanding Advances on and as of the last Business Day of
each quarter and on any other Business Day elected by the Agent in its
discretion or upon instruction by the Required Lenders,




               (iii) the face amount of or any drawing under each Facility LC on
and as of the date three Business Days prior to the proposed date of
issuance (or Modification) or drawing, and




               (iv) the LC Obligations with respect to all outstanding Facility LCs
on and as of the last Business Day of each quarter and on any other
Business Day elected by the Agent in its discretion or upon instruction
by the Required Lenders.


Each day upon or as of which the Agent determines Dollar Amounts as described
in the preceding clauses (i), (ii), (iii), and (iv) is herein described as a
“Computation Date” with respect to each Advance or Facility LC for which a
Dollar Amount is determined on or as of such day. If at any time the Dollar
Amount of the sum of (y) the aggregate principal amount of all outstanding
Advances (calculated, with respect to those Advances denominated in Agreed
Currencies other than Dollars, as of the most recent Computation Date with
respect to each such Advance) plus (z) the aggregate amount of all outstanding
LC Obligations other than Bank Guaranties (calculated, with respect to those
Facility LCs denominated in Agreed Currencies other than Dollars, as of the
most recent Computation Date with respect to each such Facility LC) exceeds the
Aggregate Commitment (the amount of such excess, the “Excess Obligations”), the
Borrowers shall immediately repay Advances in an aggregate principal amount
sufficient to eliminate any such Excess Obligations. If no Advances are then outstanding or if any
Excess Obligations remain outstanding upon repayment of all outstanding
Advances, and provided that the Excess Obligations exceed $500, the Borrowers
shall immediately make deposits to the Facility LC Collateral Account at the




-15-









 




Agent’s election either (i) in the applicable Agreed Currency or Currencies as
determined by the Agent and in an amount equal to the amount of such Excess
Obligations or (ii) in Dollars in an amount equal to 110% of the Dollar Amount
(calculated as of the applicable Computation Date) of such Excess Obligations.
If as of any Computation Date the amount of any such cash collateral held by
the Agent on such date exceeds the amount required to be deposited by the
Borrowers pursuant to preceding sentence by greater than $500, the Agent shall
promptly release cash collateral to the Borrowers in the amount of such excess
to the extent such cash collateral is not otherwise required under the terms of
this Agreement.




          (b) Except as otherwise specifically provided in Section 2.26 with respect
to Facility LCs, the Aggregate Outstanding Credit Exposure and all other unpaid
Obligations shall be paid in full by the Borrowers on the Facility Termination
Date.



     2.3 Ratable Loans. Each Advance hereunder (other than any Swing Line
Loan) shall consist of Revolving Loans made from the several Lenders ratably
according to their Pro Rata Shares.



     2.4 Types of Advances. The Advances may be (a) Floating Rate Advances or
Eurocurrency Advances, or a combination thereof, selected by the applicable
Borrower in accordance with Sections 2.9 and 2.10, (b) Canadian Swing Line
Loans selected by the Parent or the applicable Canadian Borrower in accordance
with Section 2.5.1, or (c) US Swing Line Loans selected by the applicable
Borrower in accordance with Section 2.5.2.



     2.5 Swing Line Loans.



          2.5.1 Canadian Swing Line Loans.



          (a) Upon the satisfaction of the conditions precedent set out in Section
4.2 and, if such Canadian Swing Line Loan is to be made on the date of the
initial Advance hereunder, the satisfaction of the conditions precedent set out
in Section 4.1 as well, from and including the date of this Agreement and prior
to the Facility Termination Date, each Canadian Swing Line Lender agrees, on
the terms and conditions set out in this Agreement, to make Canadian Swing Line
Loans in Dollars or Canadian Dollars to the Parent or any Canadian Borrower
from time to time in an aggregate principal Dollar Amount not to exceed the
Canadian Swing Line Election, provided that (a) the Aggregate Outstanding
Credit Exposure shall not at any time exceed the Aggregate Commitment, and (b)
at no time shall such Canadian Swing Line Lender’s Outstanding Credit Exposure
exceed the Dollar Amount of such Canadian Swing Line Lender’s Commitment at
such time. Subject to the terms of this Agreement, the Parent or the
applicable Canadian Borrower may borrow, repay and reborrow Canadian Swing Line
Loans at any time prior to the Facility Termination Date.



          (b) The Parent or the applicable Canadian Borrower shall deliver to the
Agent and the Canadian Swing Line Lenders irrevocable notice (a “Canadian Swing
Line Borrowing Notice”) not later than noon (Central Time) on the Borrowing
Date of each Canadian Swing Line Loan denominated in Dollars and four Business
Days before the Borrowing Date for each Canadian Swing Line Loan denominated in
Canadian Dollars, specifying (a) the applicable Borrowing Date (which date
shall be a Business Day), (b) the aggregate amount of the requested Canadian Swing
Line Loan which shall be an amount not less than $100,000, (c) whether such
Canadian Swing Line Loan shall be denominated in Dollars or Canadian Dollars,
(d) the Interest Period applicable thereto, and (e) the applicable Canadian
Borrower. The Canadian Swing Line Loans shall bear interest at the
Eurocurrency Rate.



          (c) Promptly after receipt of a Canadian Swing Line Borrowing Notice, the
Agent shall notify each Canadian Swing Line Lender by fax, or other similar
form of transmission, of the requested Canadian Swing Line Loan. Not later
than 2:00 p.m. (Central Time) on the applicable



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Borrowing Date, each Canadian
Swing Line Lender shall make available its Canadian Swing Line Share of the
Canadian Swing Line Loan, in funds immediately available in Chicago, to the
Agent at its address specified pursuant to Article XIII. The Agent will
promptly make the funds so received from the Canadian Swing Line Lenders
available to the Parent or the applicable Canadian Borrower on the Borrowing
Date at the Agent’s aforesaid address. Notwithstanding anything in this
Agreement to the contrary, it is expressly agreed that no Canadian Swing Line
Lender shall have an obligation whatsoever to make any Canadian Swing Line
Loan, the making of any Canadian Swing Line Loan to be in the sole discretion
of each Canadian Swing Line Lender determined at the time of any request for
any Canadian Swing Line Loan by the Parent or any Canadian Borrower. Without
limiting the foregoing sentence, each Canadian Swing Line Lender agrees to give
the Parent, each Canadian Borrower and the Agent written notice of its decision
to no longer make Canadian Swing Line Loans.




          (d) Repayment of Canadian Swing Line Loans:




               (i) Upon the occurrence of a Default, any Canadian Swing Line Lender
may require each Lender (including such Canadian Swing Line Lender) to
make a Revolving Loan in the amount of such Lender’s Pro Rata Share of
such Canadian Swing Line Loan (including, without limitation, any
interest accrued and unpaid thereon), for the purpose of repaying such
Canadian Swing Line Loan. Not later than noon (Central Time) on the date
of any notice received pursuant to this Section 2.5.1, each Lender shall
make available its required Revolving Loan, in funds immediately
available in Chicago to the Agent at its address specified pursuant to
Article XIII. Revolving Loans made pursuant to this Section 2.5.1 shall
be made in the currency in which the Canadian Swing Line Loan to be
repaid is denominated, and shall initially be Floating Rate Loans and
thereafter may be continued as Floating Rate Loans or converted into
Eurocurrency Loans in the manner provided in Section 2.10 (and in the
case of any such Loan denominated in Canadian Dollars shall be promptly
converted into Eurocurrency Loans) and subject to the other conditions
and limitations set out in this Article II. Unless a Lender shall have
notified such Canadian Swing Line Lender, prior to its making any
Canadian Swing Line Loan, that any applicable condition precedent set out
in Sections 4.1 or 4.2 had not then been satisfied, such Lender’s
obligation to make Revolving Loans pursuant to this Section 2.5.1 to
repay Canadian Swing Line Loans shall be unconditional, continuing,
irrevocable and absolute and shall not be affected by any circumstances,
including, without limitation, (A) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against the Agent, any
Canadian Swing Line Lender or any other Person, (B) the occurrence or
continuance of a Default or Unmatured Default, (C) any adverse change in
the condition (financial or otherwise) of the Parent or the applicable
Canadian Borrower, or (D) any other circumstances, happening or event
whatsoever. In the event that any Lender fails to make payment to the
Agent of any amount due under this Section 2.5.1, the Agent shall be
entitled to receive, retain and apply against such obligation the
principal and interest otherwise payable to such Lender hereunder until
the Agent receives such payment from such Lender or such obligation is
otherwise fully satisfied. In addition to the foregoing, if for any
reason any Lender fails to make payment to the Agent of any amount due
under this Section 2.5.1, such Lender shall be deemed, at the option of
the Agent, to have unconditionally and irrevocably purchased from such
Canadian Swing Line Lender, without recourse or warranty, an undivided interest and
participation in the applicable Canadian Swing Line Loan in the amount of
such Revolving Loan, and such interest and participation may be recovered
from such Lender together with interest thereon at the Federal Funds
Effective Rate for each day during the period commencing on the date of
demand and ending on the date such amount is received.




               (ii) All Canadian Swing Line Loans shall mature, and the principal
amount thereof and the unpaid accrued interest thereon shall be due and
payable on the last day of the



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Interest Period therefor (subject to
Section 2.10(b)), on any date on which such Canadian Swing Line Loans are
prepaid, whether due to acceleration or otherwise, and on the Facility
Termination Date.



          2.5.2 US Swing Line Loans.



          (a) Upon the satisfaction of the conditions precedent set out in Section
4.2 and, if such US Swing Line Loan is to be made on the date of the initial
Advance hereunder, the satisfaction of the conditions precedent set out in
Section 4.1 as well, from and including the date of this Agreement and prior to
the Facility Termination Date, the US Swing Line Lender agrees, on the terms
and conditions set out in this Agreement, to make US Swing Line Loans in
Dollars to any Borrower from time to time in an aggregate principal amount not
to exceed the US Swing Line Commitment, provided that the Aggregate Outstanding
Credit Exposure shall not at any time exceed the Aggregate Commitment. Subject
to the terms of this Agreement, the Borrowers may borrow, repay and reborrow US
Swing Line Loans at any time prior to the Facility Termination Date.



          (b) The applicable Borrower shall deliver to the Agent and the US Swing
Line Lender irrevocable notice (a “US Swing Line Borrowing Notice”) not later
than noon (Central Time) on the Borrowing Date of each US Swing Line Loan
specifying (a) the applicable Borrowing Date (which date shall be a Business
Day), (ii) the aggregate amount of the requested US Swing Line Loan which shall
be an amount not less than $1,000,000 and in integral multiples of $100,000 in
excess thereof and (iii) whether such US Swing Line Loan shall bear interest at
the Floating Rate or at the rate offered by the US Swing Line Lender, upon
request by the applicable Borrower, for US Swing Line Loans (the “Offered
Rate”).



          (c) Promptly after receipt of a US Swing Line Borrowing Notice, the Agent
shall notify the US Swing Line Lender by fax, or other similar form of
transmission, of the requested US Swing Line Loan. Not later than 2:00 p.m.
(Central Time) on the applicable Borrowing Date, the US Swing Line Lender shall
make available the US Swing Line Loan, in funds immediately available in
Chicago, to the Agent at its address specified pursuant to Article XIII. The
Agent will promptly make the funds so received from the US Swing Line Lender
available to the applicable Borrower on the Borrowing Date at the Agent’s
aforesaid address.



          (d) Repayment of US Swing Line Loans:




               (i) Each US Swing Line Loan shall be paid in full by the applicable
Borrower on or before the seventh day after the Borrowing Date for such
US Swing Line Loan. In addition, US Swing Line Lender (A) may at any
time in its sole discretion with respect to any outstanding US Swing Line
Loan, or (B) shall on the seventh day after the Borrowing Date of any US
Swing Line Loan, require each Lender (including the US Swing Line Lender)
to make a Revolving Loan in the amount of such Lender’s Pro Rata Share of
such US Swing Line Loan (including, without limitation, any interest
accrued and unpaid thereon), for the purpose of repaying such US Swing
Line Loan. Not later than noon (Central Time) on the date of any notice
received pursuant to this Section 2.5.2(d), each Lender shall make
available its required Revolving Loan, in funds immediately available in
Chicago to the Agent at its address specified pursuant to Article XIII.
Revolving Loans made pursuant to this Section 2.5.2(d) shall initially be
Floating Rate Loans and thereafter may be continued as Floating Rate
Loans or converted into Eurocurrency Loans in the manner provided in
Section 2.10 and subject to the other conditions and limitations set out
in this Article II. Unless a Lender shall have notified the US Swing
Line Lender, prior to its making any US Swing Line Loan, that any
applicable condition precedent set out in Sections 4.1 or 4.2 had not
then been satisfied, such Lender’s obligation to make Revolving



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	 	 	Loans
pursuant to this Section 2.5.2(d) to repay Swing Line Loans shall be
unconditional, continuing, irrevocable and absolute and shall not be
affected by any circumstances, including, without limitation, (1) any
set-off, counterclaim, recoupment, defense or other right which such
Lender may have against the Agent, the US Swing Line Lender or any other
Person, (2) the occurrence or continuance of a Default or Unmatured
Default, (3) any adverse change in the condition (financial or otherwise)
of the Parent or the applicable Borrower, or (4) any other circumstances,
happening or event whatsoever. In the event that any Lender fails to
make payment to the Agent of any amount due under this Section 2.5.2(d),
the Agent shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to such Lender
hereunder until the Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied. In addition to the foregoing,
if for any reason any Lender fails to make payment to the Agent of any
amount due under this Section 2.5.2(d), such Lender shall be deemed, at
the option of the Agent, to have unconditionally and irrevocably
purchased from such US Swing Line Lender, without recourse or warranty,
an undivided interest and participation in the applicable US Swing Line
Loan in the amount of such Revolving Loan, and such interest and
participation may be recovered from such Lender together with interest
thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand and ending on the date such
amount is received.






               (ii) All US Swing Line Loans shall mature, and the principal amount
thereof and the unpaid accrued interest thereon shall be due and payable
as set out above in (i) above and on the Facility Termination Date.
Interest accrued on US Swing Line Loans shall be payable on each Payment
Date and on any date on which such US Swing Line Loans are prepaid,
whether due to acceleration or otherwise, and at maturity.



     2.6 Facility Fee; Usage Fee; Reductions in Aggregate Commitment.



          2.6.1 Facility Fee. The Parent agrees to pay to the Agent for the
account of each Lender according to its Pro Rata Share a facility fee
(the “Facility Fee”) at a per annum rate equal to the Applicable Fee Rate
on the Aggregate Commitment from the date hereof to and including the
Facility Termination Date, payable on each Payment Date hereafter and on
the Facility Termination Date.



          2.6.2 Usage Fee. For all days on which the Aggregate Outstanding
Credit Exposure exceeds 33% of the Aggregate Commitment, the Parent
agrees to pay to the Agent for the account of each Lender according to
its Pro Rata Share a usage fee at a per annum rate equal to the
Applicable Fee Rate on the amount of the Aggregate Outstanding Credit
Exposure from the date hereof to and including the Facility Termination
Date, payable on each Payment Date hereafter and on the Facility
Termination Date.



          2.6.3 Reductions in Aggregate Commitment. The Parent may
permanently reduce the Aggregate Commitment in whole, or in part ratably
among the Lenders in integral multiples of $10,000,000 (or the
Approximate Equivalent Amount if denominated in an Agreed Currency other
than Dollars), upon at least three Business Days’ written notice to the
Agent, which notice shall specify the amount of any such reduction,
provided that the amount of the Aggregate Commitment may not be reduced
below the Dollar Amount of the Aggregate Outstanding Credit Exposure
unless the amount of the excess of the Dollar Amount of the Aggregate
Outstanding Credit Exposure over the amount of the reduced Aggregate
Commitment is repaid concurrently with the reduction of the Aggregate
Commitment. All accrued facility fees shall be payable on the effective
date of any termination of the obligations of the Lenders to make Credit
Extensions hereunder.



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     2.7 Minimum Amount of Each Advance. Each Eurocurrency Advance shall be in
a minimum amount of $5,000,000 and in multiples of $1,000,000 if in excess
thereof (or the Approximate Equivalent Amounts if denominated in an Agreed
Currency other than Dollars), and each Floating Rate Advance (other than an
Advance to repay Swing Line Loans) shall be in the minimum amount of $1,000,000
and in multiples of $500,000 if in excess thereof, provided that any Floating
Rate Advance may be in the amount of the Available Aggregate Commitment.



     2.8 Optional Principal Payments. Any Borrower may from time to time pay,
without penalty or premium, all outstanding Floating Rate Advances (other than
Swing Line Loans), or, in a minimum aggregate amount of $1,000,000 or any
integral multiple of $500,000 in excess thereof, any portion of the outstanding
Floating Rate Advances (other than Swing Line Loans) upon two Business Days’
prior notice to the Agent. The applicable Borrower may at any time pay,
without penalty or premium, all outstanding Swing Line Loans that bear interest
at the Floating Rate or the Offered Rate, or, in a minimum amount of $100,000
and increments of $50,000 in excess thereof, any portion of such outstanding
Swing Line Loans, with notice to the Agent and the applicable Swing Line
Lender(s) by 11:00 a.m. (Central Time) on the date of repayment. Any Borrower
may from time to time pay, subject to the payment of any funding
indemnification amounts required by Section 3.4 but without penalty or premium,
all outstanding Eurocurrency Advances (other than Canadian Swing Line Loans),
or, in a minimum aggregate amount of $5,000,000 or any integral multiple of
$1,000,000 in excess thereof (or the Approximate Equivalent Amount if
denominated in an Agreed Currency other than Dollars), any portion of the
outstanding Eurocurrency Advances upon three Business Days’ prior notice to the
Agent. The Parent or any Canadian Borrower may at any time pay, subject to the
payment of any funding indemnification amounts required by Section 3.4 but
without penalty or premium, all outstanding Canadian Swing Line Loans, or, in a
minimum amount of $100,000 and increments of $50,000 in excess thereof (or the
Approximate Equivalent Amount if denominated in Canadian Dollars), any portion
of such outstanding Canadian Swing Line Loans, upon three Business Days’ prior
notice to the Agent and the Canadian Swing Line Lenders.



     2.9 Method of Selecting Types and Interest Periods for New Advances. A
Borrower shall select the Type of Advance and, in the case of each Eurocurrency
Advance, the Interest Period and Agreed Currency applicable thereto from time
to time. Such Borrower shall give the Agent irrevocable notice (a “Borrowing
Notice”) not later than 10:00 a.m. (Central Time) on the Borrowing Date of each
Floating Rate Advance (other than a Swing Line Loan), three Business Days
before the Borrowing Date for each Eurocurrency Advance denominated in Dollars
and four Business Days before the Borrowing Date for each Eurocurrency Advance
denominated in an Agreed Currency other than Dollars, specifying (a) the Borrowing Date, which shall be a
Business Day, of such Advance, (b) the aggregate amount of such Advance, (c)
the Type of Advance selected, (d) in the case of each Eurocurrency Advance, the
Interest Period and Agreed Currency applicable thereto, and (e) the applicable
Borrower.



     2.10 Conversion and Continuation of Outstanding Advances. (a) Floating
Rate Advances (other than Swing Line Loans which shall be continued as provided
below) shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into Eurocurrency Advances pursuant to this Section
2.10 or are repaid in accordance with Section 2.8. Each Eurocurrency Advance
(other than Canadian Swing Line Loans which shall be continued and converted as
provided below) shall continue as a Eurocurrency Advance until the end of the
then applicable Interest Period therefor, at which time




               (i) each such Eurocurrency Advance denominated in Dollars shall be
automatically converted into a Floating Rate Advance unless (A) such
Eurocurrency Advance is or was repaid in accordance with Section 2.8 or
(B) the applicable Borrower shall have given the Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the
end of such



-20-









 






Interest Period, such Eurocurrency Advance either continue as
a Eurocurrency Advance for the same or another Interest Period or be
converted into a Floating Rate Advance; and




               (ii) each such Eurocurrency Advance denominated in an Agreed
Currency other than Dollars shall automatically continue as a
Eurocurrency Advance in the same Agreed Currency with an Interest Period
of one month unless (A) such Eurocurrency Advance is or was repaid in
accordance with Section 2.8 or (B) the applicable Borrower shall have
given the Agent a Conversion/Continuation Notice (as defined below)
requesting that, at the end of such Interest Period, such Eurocurrency
Advance continue as a Eurocurrency Advance for the same or another
Interest Period.



          (b) Each US Swing Line Loan shall, subject to Section 2.5.2(d), continue
as such unless prepaid or repaid. Each Canadian Swing Line Loan shall continue
as such until the end of the then applicable Interest Period therefor, at which
time such Canadian Swing Line Loan shall, unless prepaid or repaid or any
Canadian Swing Line Lender has given the Borrower and the Agent written notice
under Section 2.5.1(c) that it will not continue making Canadian Swing Line
Loans, automatically be deemed to be continued as a Canadian Swing Line Loan in
the same amount and in the same currency with an Interest Period of one month
(commencing on the last day of the expiring Interest Period) unless the
Borrower shall have given the Agent a Conversion/Continuation Notice requesting
that, at the end of such Interest Period, such Canadian Swing Line Loan
continue for the same or another Interest Period and in the same currency.



          (c) Subject to the terms of Section 2.7, any Borrower may elect from time
to time to convert all or any part of an Advance of any Type into any other
Type or Types of Advances denominated in the same or any other Agreed Currency;
provided that any conversion of any Eurocurrency Advance shall be made on, and
only on, the last day of the Interest Period applicable thereto. Such Borrower
shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of
each conversion of an Advance or continuation of a Eurocurrency Advance not
later than 10:00 a.m. (Central Time) at least one Business Day, in the case of
a conversion into a Floating Rate Advance, three Business Days, in the case of
a conversion into or continuation of a Eurocurrency Advance denominated in
Dollars, or four Business Days, in the case of a conversion into or
continuation of a Eurocurrency Advance denominated in an Agreed Currency other
than Dollars, prior to the date of the requested conversion or continuation,
specifying (a) the requested date, which shall be a Business Day, of such conversion
or continuation, and (ii) the Agreed Currency, amount and
Type(s) of Advance(s) into which such Advance is to be converted or continued
and, in the case of a conversion into or continuation of a Eurocurrency
Advance, the duration of the Interest Period applicable thereto.



     2.11 Method of Borrowing. On each Borrowing Date, each Lender shall make
available its Loan or Loans, if any, (a) if such Loan is denominated in
Dollars, not later than noon, Central Time, in Federal or other funds
immediately available to the Agent at its address specified in or pursuant to
Article XIII and, (b) if such Loan is denominated in an Agreed Currency other
than Dollars, not later than noon, local time, in the city of the Agent’s
Eurocurrency Payment Office for such currency, in such funds as may then be
customary for the settlement of international transactions in such currency in
the city of and at the address of the Agent’s Eurocurrency Payment Office for
such currency. Unless the Agent determines that any applicable condition
specified in Article IV has not been satisfied, the Agent will make the funds
so received from the Lenders available to the applicable Borrower at the
Agent’s aforesaid address. Notwithstanding the foregoing provisions of this
Section 2.11, to the extent that a Loan made by a Lender matures on the
Borrowing Date of a requested Loan, such Lender shall apply the proceeds of the
Loan it is then making to the repayment of principal of the maturing Loan.



-21-









 





     2.12 Changes in Interest Rate, etc. Each Floating Rate Advance (other
than a Swing Line Loan) shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Advance is made or is
converted from a Eurocurrency Advance into a Floating Rate Advance pursuant to
Section 2.10 to but excluding the date it becomes due or is converted into a
Eurocurrency Advance pursuant to Section 2.10 hereof, at a rate per annum equal
to the Floating Rate for such day. Each Swing Line Loan that bears interest at
the Floating Rate or the Offered Rate shall bear interest on the outstanding
principal amount thereof, for each day from and including the day such Swing
Line Loan is made to but excluding the date it is paid, at a rate per annum
equal to the Floating Rate or the Offered Rate, as applicable, for such day.
Changes in the rate of interest on that portion of any Advance maintained as a
Floating Rate Advance or bearing interest at the Offered Rate will take effect
simultaneously with each change in the Alternate Base Rate or Offered Rate, as
applicable. Each Eurocurrency Advance shall bear interest on the outstanding
principal amount thereof from and including the first day of the Interest
Period applicable thereto to (but not including) the last day of such Interest
Period at the interest rate determined by the Agent as applicable to such
Eurocurrency Advance based upon the applicable Borrower’s selections under
Sections 2.5.2 and 2.9, as applicable, and Section 2.10 and otherwise in
accordance with the terms hereof. No Interest Period may end after the
Facility Termination Date.



     2.13 Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.9 or 2.10, during the continuance of a Default
or Unmatured Default the Required Lenders may, at their option, by notice to
the Parent declare that no Advance may be made as, converted into or continued
at the end of the applicable Interest Period as a Eurocurrency Advance. During
the continuance of a Default the Required Lenders may, at their option, by
notice to the Parent, declare that (a) each Eurocurrency Advance shall bear
interest for the remainder of the applicable Interest Period at the rate
otherwise applicable to such Interest Period plus 2% per annum, (b) each
Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate in effect from time to time plus 2% per annum, and (c) the LC Fee
shall be increased by 2% per annum, provided that, during the continuance of a
Default under Section 7.6 or 7.7, the interest rates set out in clauses (a) and
(b) above, and the increase in the LC Fee set forth in clause (c) above, shall
be applicable to all Credit Extensions without any election or action on the
part of the Agent or any Lender. Any notice given by Required Lenders under this Section
2.13 may be revoked by Required Lenders notwithstanding any provision of
Section 8.2 requiring unanimous consent of the Lenders to changes in interest
rates.



     2.14 Method of Payment. (a) Each Advance shall be repaid, each payment
of interest thereon shall be paid, and each reimbursement of any amounts
payable upon a drawing under any Facility LC shall be made in the currency in
which such Advance or payment was made or, where such currency has converted to
the Euro, in the Euro. All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available
funds to the Agent at (except as set out in the next sentence) the Agent’s
address specified pursuant to Article XIII, or at any other Lending
Installation of the Agent specified in writing by the Agent to the Borrowers,
by noon (local time) on the date when due and shall (except in the case of
Reimbursement Obligations for which any LC Issuer has not been fully
indemnified by the Lenders, or as otherwise specifically required hereunder) be
applied ratably by the Agent among the Lenders. All payments to be made by the
Borrowers hereunder in any currency other than Dollars shall be made in such
currency on the date due in such funds as may then be customary for the
settlement of international transactions in such currency for the account of
the Agent, at its Eurocurrency Payment Office for such currency and shall be
applied ratably by the Agent among the Lenders. Each payment delivered to the
Agent for the account of any Lender shall be delivered promptly by the Agent to
such Lender in the same type of funds that the Agent received at, (a) with
respect to Floating Rate Loans and Eurocurrency Loans denominated in Dollars,
its address specified pursuant to Article XIII or at any Lending Installation
specified in a notice received by the Agent from such Lender and (ii) with
respect to Eurocurrency Loans denominated in an Agreed Currency other than
Dollars, in the



-22-









 




funds received from the applicable Borrower at the address of
the Agent’s Eurocurrency Payment Office for such currency. The Agent is hereby
authorized to charge any account of any Borrower maintained with Agent or any
of its Affiliates for each payment of principal, interest, Reimbursement
Obligations, and fees as it becomes due hereunder. Each reference to the Agent
in this Section 2.14 shall also be deemed to refer, and shall apply equally, to
the LC Issuers, in the case of payments required to be made by any Borrower to
any LC Issuer pursuant to Section 2.26.6.




          (a) Notwithstanding the provisions of subsection (a) above, if, after the
making of any Advance or the issuance of any Facility LC in any currency other
than Dollars, currency control or exchange regulations are imposed in the
country which issues such currency with the result that the type of currency in
which the Advance was made or the Facility LC was issued (the “Original
Currency”) no longer exists or the applicable Borrower is not able to make
payment to the Agent for the account of the Lenders in such Original Currency,
then all payments to be made by such Borrower hereunder in such currency
(including any deposits required to be made to the Facility LC Collateral
Account) shall instead be made when due in Dollars in an amount equal to the
Dollar Amount (as of the date of repayment) of such payment due, it being the
intention of the parties hereto that the Borrowers take all risks of the
imposition of any such currency control or exchange regulations. For purposes
of this Section 2.14(b), the commencement of the third stage of European
Economic and Monetary Union and the occurrence of the Euro Implementation Date
shall not constitute the imposition of currency control or exchange
regulations.



     2.15 Advances to be Made in Euro. If any Advance made hereunder or any
Facility LC issued hereunder would be capable of being made or issued in either
the Euro or in a National Currency Unit, such Advance shall be made or such
Facility LC shall be issued in the Euro.



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



          (b) The Agent shall maintain accounts in which it will record (i) the
amount of each Loan made hereunder, the Agreed Currency and Type thereof and
the Interest Period with respect thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to
each Lender hereunder, (iii) the original stated amount of each Facility LC and
the amount of LC Obligations outstanding at any time, and (iv) the amount of
any sum received by the Agent hereunder from the Borrowers and each Lender’s
share thereof.



          (c) The entries maintained in the accounts maintained pursuant to
paragraphs (a) and (b) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided that the failure of the
Agent or any Lender to maintain such accounts or any error therein shall not in
any manner affect the obligation of the Borrowers to repay the Obligations in
accordance with their terms.



          (d) Any Lender may request that its Loans be evidenced by a promissory
note substantially in the form of Exhibit E (a “Note”). In such event, the
Borrowers shall prepare, execute and deliver to such Lender a Note payable to
the order of such Lender in a form supplied by the Agent. Thereafter, the
Loans evidenced by such Note and interest thereon shall at all times (including
after any assignment pursuant to Section 12.3) be represented by one or more
Notes payable to the order of the payee named therein or any assignee pursuant
to Section 12.3, except to the extent that any such Lender or assignee
subsequently returns any such Note for cancellation and requests that such
Loans once again be evidenced as described in paragraphs (a) and (b) above.



-23-









 





     2.17 Telephonic Notices. Each Borrower hereby authorizes the Lenders and
the Agent to extend, convert or continue Advances, effect selections of Agreed
Currencies and Types of Advances and to transfer funds based on telephonic
notices which the Agent or any Lender in good faith believes to be made by any
person or persons that an Authorized Officer of the Parent has designated in
writing to the Agent, which written authorization(s) may be relied upon by the
Agent, in the case of any person so authorized, until such time as the Agent
shall have received written notice from an Authorized Officer of the Borrower
revoking such person’s authority to make such telephonic notices, it being
understood that the foregoing authorization is specifically intended to allow
Borrowing Notices and Conversion/Continuation Notices to be given
telephonically. Each Borrower agrees to deliver promptly to the Agent a
written confirmation, if such confirmation is requested by the Agent or any
Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall
govern absent manifest error.



     2.18 Interest Payment Dates; Interest and Fee Basis. Interest accrued on
each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, on any date on which
the Floating Rate Advance is prepaid, whether due to acceleration or otherwise,
and at maturity. Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Eurocurrency Advance on a
day other than a Payment Date shall be payable on the date of conversion.
Interest accrued on each Eurocurrency Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurocurrency Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest
accrued on each Eurocurrency Advance having an Interest Period longer than
three months shall also be payable on the last day of each three-month interval
during such Interest Period. Interest, LC Fees, and other fees (except as
provided in the following sentence) shall be calculated for actual days elapsed
on the basis of a 360-day year, except for interest on Loans denominated in
British Pounds Sterling and Loans comprised of Floating Rate Advances, which
shall be calculated for actual days elapsed on the basis of a 365-day year.
Facility Fees and utilization fees shall be calculated for actual days elapsed
on the basis of a 365-day year. Interest shall be payable for the day an
Advance is made but not for the day of any payment on the amount paid if
payment is received prior to noon (local time) at the place of payment
specified in Section 2.14. If any payment of principal or interest on an
Advance shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.



     2.19 Notification of Advances, Interest Rates, Prepayments and Commitment
Reductions. Promptly after receipt thereof, the Agent will notify each Lender
of the contents of each Aggregate Commitment reduction notice, Borrowing
Notice, Swing Line Borrowing Notice, Conversion/Continuation Notice, and
repayment notice received by it hereunder. Promptly after notice from an LC
Issuer, the Agent will notify each Lender of the contents of each request for
issuance of a Facility LC hereunder. The Agent will notify each Lender of the
interest rate applicable to each Eurocurrency Advance promptly upon
determination of such interest rate and will give each Lender prompt notice of
each change in the Alternate Base Rate. Each Reference Lender agrees to
furnish upon request timely information for the purpose of determining the
Eurocurrency Rate.



     2.20 Lending Installations. Each Lender may book its Loans and its
participation in any LC Obligations and each LC Issuer may book the Facility
LCs at any Lending Installation selected by such Lender or such LC Issuer, as
the case may be, and may change its Lending Installation from time to time.
All terms of this Agreement shall apply to any such Lending Installation and
the Loans, Facility LCs, participations in LC Obligations and any Notes issued
hereunder shall be deemed held by each Lender or each LC Issuer, as the case
may be, for the benefit of any such Lending Installation. Each Lender and each
LC Issuer may, by written notice to the Agent and the Borrowers in accordance
with Article XIII,



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designate replacement or additional Lending Installations
through which Loans will be made by it or Facility LCs will be issued by it and
for whose account Loan payments or payments with respect to Facility LCs are to
be made.




     2.21 Non-Receipt of Funds by the Agent. Unless the applicable Borrower or
a Lender, as the case may be, notifies the Agent prior to the date on which it
is scheduled to make payment to the Agent of (a) in the case of a Lender, the
proceeds of a Loan or (b) in the case of any Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption.
If such Lender or such Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers
such amount at a rate per annum equal to (a) in the case of payment by a
Lender, the Federal Funds Effective Rate for such day for the first three days
and, thereafter, the interest rate applicable to the relevant Loan or (ii) in
the case of payment by any Borrower, the interest rate applicable to the
relevant Loan.



     2.22 Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in Article II and Article IV with respect to any Advance
in any Agreed Currency other than Dollars, if there shall occur on or prior to
the date of such Advance any change in national or international financial,
political or economic conditions or currency exchange rates or exchange
controls which would in the reasonable opinion of the Agent or the Required
Lenders make it impracticable for the Eurocurrency Loans comprising such
Advance to be denominated in the Agreed Currency specified by the applicable
Borrower, then the Agent shall forthwith give notice thereof to the Borrowers
and the Lenders, and such Loans shall not be denominated in such Agreed
Currency but shall, except as otherwise set out in Section 2.15, be made on
such Borrowing Date in Dollars, in an aggregate principal amount equal to the
Dollar Amount of the aggregate principal amount specified in the related
Borrowing Notice or Conversion/Continuation Notice, as the case may be, as
Floating Rate Loans, unless the applicable Borrower notifies the Agent at least
one Business Day before such date that (a) it elects not to borrow on such date
or (b) it elects to borrow on such date in a different Agreed Currency, as the
case may be, in which the denomination of such Loans would in the opinion of
the Agent and the Required Lenders be practicable and in an aggregate principal
amount equal to the Dollar Amount of the aggregate principal amount specified
in the related Borrowing Notice or Conversion/Continuation Notice, as the case
may be.



     2.23 Judgment Currency. If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due from any Borrower hereunder in the
currency expressed to be payable herein (the “specified currency”) into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the
specified currency with such other currency at the Agent’s main office on the
Business Day preceding that on which final, non-appealable judgment is given.
The obligations of the Borrowers in respect of any sum due to any Lender or the
Agent hereunder shall, notwithstanding any judgment in a currency other than
the specified currency, be discharged only to the extent that on the Business
Day following receipt by such Lender or the Agent (as the case may be) of any
sum adjudged to be so due in such other currency such Lender or the Agent (as
the case may be) may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to such
Lender or the Agent, as the case may be, in the specified currency, each of the
Borrowers agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent, as the case may be, against such loss, and if the amount
of the specified currency so purchased exceeds (a) the sum originally due to
any Lender or the Agent, as



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the case may be, in the specified currency and (b)
any amounts shared with other Lenders as a result of allocations of such excess
as a disproportionate payment to such Lender under Section 12.2, such Lender or
the Agent, as the case may be, agrees to remit such excess to the Borrowers.




     2.24 Additional Borrowing Subsidiaries. Upon the request by the Parent
and approval by the Agent, any Subsidiary of the Parent may become a Borrowing
Subsidiary hereunder provided that such Borrowing Subsidiary shall execute and
deliver to the Agent a Joinder Agreement, together with such evidence of
corporate authority to enter into such Joinder Agreement as the Agent may
reasonably request, including without limitation, opinions of legal counsel
regarding such corporate authority and the enforceability of such Joinder
Agreement and such other documents, governmental certificates, agreement as
the Agent may reasonably request.



     2.25 Lender Replacement. The Parent shall be permitted to replace with an
Eligible Assignee any Lender which (a) makes an assertion of the type described
in Section 3.3 or requests reimbursement for amounts owing pursuant to Section
3.1 or 3.2 (either for its own account or for the account of any of its
participants), (b) requires any Borrower to pay Taxes in respect of such Lender
or (c) fails to make any Advance requested by it if the Required Lenders have
made the Advances requested of them pursuant to the same Borrowing Notice;
provided that (a) such replacement does not conflict with any applicable law,
rule, regulation, or directive, (ii) no Default or Unmatured Default shall have
occurred and be continuing at the time of such replacement, (iii) prior to any
such replacement, such Lender being replaced shall not have eliminated the
continued need for repayment of amounts owing pursuant to Section 3.1 or 3.2,
as applicable; and (iv) the Parent shall repay (or cause to be repaid) or the
Eligible Assignee shall pay to the Lender being replaced, the amount of the
Obligations owing to such Lender on the date of replacement (including any
amounts owing under Sections 3.1, 3.2 and 3.4).



     2.26 Facility LCs.2.26.1 Issuance. Each LC Issuer hereby agrees, on
the terms and conditions set out in this Agreement, to issue Financial
Letters of Credit, Performance Letters of Credit, Documentary Letters of
Credit and Bank Guaranties (each, a “Facility LC”) and to renew, extend,
increase, decrease or otherwise modify each Facility LC (“Modify,” and
each such action a “Modification”), from time to time from and including
the date of this Agreement and prior to the Facility Termination Date
upon the request of any Borrower; provided that (a) each Facility LC
shall be issued in an Agreed Currency and (b) immediately after each such
Facility LC is issued or Modified, the Aggregate Outstanding Credit
Exposure may not exceed the Aggregate Commitment. No Facility LC shall
have an expiry date later than four years after its issuance. Any Bank
Guaranty issued under this Agreement shall be subject to the additional
requirements of Section 2.26.13 hereof.



          2.26.2 Participations. Upon the issuance or Modification by any LC
Issuer of a Facility LC (other than a Bank Guaranty) in accordance with
this Section 2.26, such LC Issuer shall be deemed, without further action
by any party hereto, to have unconditionally and irrevocably sold to each
Lender, and each Lender shall be deemed, without further action by any
party hereto, to have unconditionally and irrevocably purchased from such
LC Issuer, a participation in such Facility LC (and each Modification
thereof) and the related LC Obligations in proportion to its Pro Rata
Share.



          2.26.3 Notice. Subject to Section 2.26.1, the applicable Borrower
shall give the applicable LC Issuer notice prior to 10:00 a.m. (Central
time) at least three Business Days prior to the proposed date of issuance
or Modification of each Facility LC, specifying the beneficiary, the
applicable currency, the proposed date of issuance (or Modification) and
the expiry date of such Facility LC, and describing the proposed terms of
such Facility LC and the nature of the transactions proposed to be
supported thereby. Upon receipt of such notice, such LC Issuer shall



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     promptly notify the Agent, and the Agent shall promptly notify each
Lender, of the contents thereof and of the amount of such Lender’s
participation in such proposed Facility LC (if applicable). The issuance
or Modification by any LC Issuer of any Facility LC shall, in addition to
the conditions precedent set out in Article IV (the satisfaction of which
such LC Issuer shall have no duty to ascertain), be subject to the
conditions precedent that such Facility LC shall be satisfactory to
such LC Issuer and that the applicable Borrower
shall have executed and delivered such application agreement and/or such
other instruments and agreements relating to such Facility LC as such LC
Issuer shall have reasonably requested (each, a “Facility LC
Application”). In the event of any conflict between the terms of this
Agreement and the terms of any Facility LC Application, the terms of this
Agreement shall control.



          2.26.4 LC Fees. The applicable Borrower shall pay to the Agent, for
the account of the Lenders ratably in accordance with their respective
Pro Rata Shares, with respect to each Financial Letter of Credit,
Performance Letter of Credit and Documentary Letter of Credit, a letter
of credit fee at a per annum rate equal to the Applicable Margin for such
Type of Facility LC in effect from time to time on the average daily
undrawn stated amount under such Facility LC, such fee to be payable in
arrears on each Payment Date (or, with respect to a Modification of any
such Facility LC which increases the stated amount thereof, such increase
in the stated amount) thereof, such fee to be payable on the date of such
issuance or increase (each such fee described in this sentence an “LC
Fee”). The applicable Borrower shall also pay to the applicable LC
Issuer for its own account (i) at the time of issuance of each Facility
LC, a fronting fee of 0.125% per annum of the initial stated amount (or,
with respect to a Modification of any such Facility LC which increases
the stated amount thereof, such increase in the stated amount), and (ii)
documentary and processing charges in connection with the issuance or
Modification of and draws under Facility LCs in accordance with such LC
Issuer’s standard schedule for such charges as in effect from time to
time.



          2.26.5 Administration; Reimbursement by Lenders. Upon receipt from
the beneficiary of any Facility LC of any demand for payment under such
Facility LC, the applicable LC Issuer shall notify the Agent and the
applicable Borrower as to the amount demanded to be paid by such LC
Issuer and the proposed payment date. Upon its determination to honor
any such demand for payment, the applicable LC Issuer shall promptly
notify the Agent and the applicable Borrower and the Agent shall promptly
notify each other Lender of such determination and of the LC Issuer’s
intended payment date therefor (the “LC Payment Date”). The
responsibility of such LC Issuer to the Borrowers and each Lender shall
be only to determine that the documents (including each demand for
payment) delivered under each Facility LC in connection with such
presentment shall be in conformity in all material respects with such
Facility LC. Each LC Issuer shall endeavor to exercise the same care in
the issuance and administration of the Facility LCs as it does with
respect to letters of credit in which no participations are granted (or
with respect to bank guaranties which are not backed by letters of
credit, as applicable), it being understood that in the absence of any
gross negligence or willful misconduct by such LC Issuer, each Lender
shall be unconditionally and irrevocably liable without regard to the
occurrence of any Default or any condition precedent whatsoever, to
reimburse such LC Issuer on demand for (a) such Lender’s Pro Rata Share
of the amount of each payment made by such LC Issuer under each Facility
LC (other than any Bank Guaranty), in the currency of such Facility LC,
to the extent such amount is not reimbursed by the applicable Borrower
pursuant to Section 2.26.6 below, plus (b) interest on the foregoing
amount to be reimbursed by such Lender, for each day from the date of
such LC Issuer’s demand for such reimbursement (or, if such demand is
made after 11:00 a.m. (Central Time) on such date, from the next
succeeding Business Day) to the date on which such Lender pays the amount
to be reimbursed by it, at a rate of interest per annum equal to the
Federal



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Funds Effective Rate for the first three days and, thereafter, at
a rate of interest equal to the rate applicable to Floating Rate
Advances.




          2.26.6 Reimbursement by Borrower. Each Borrower shall be
irrevocably and unconditionally obligated to reimburse each LC Issuer on
or before the applicable LC Payment Date for any amounts to be paid by
such LC Issuer upon any drawing under any Facility LC, in the currency
of such Facility LC, without presentment, demand,
protest or other formalities of any kind; provided that no Borrower nor
any Lender shall hereby be precluded from asserting any claim for direct
(but not consequential) damages suffered by such Borrower or such Lender
to the extent, but only to the extent, caused by (a) the willful
misconduct or gross negligence of any LC Issuer in determining whether a
request presented under any Facility LC issued by it complied with the
terms of such Facility LC or (b) any LC Issuer’s failure to pay under any
Facility LC issued by it after the presentation to it of a request
strictly complying with the terms and conditions of such Facility LC.
All such amounts paid by any LC Issuer and remaining unpaid by such
Borrower shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to (i) the rate applicable to Floating Rate
Advances for such day if such day falls on or before the applicable LC
Payment Date and (ii) the sum of 2% plus the rate applicable to Floating
Rate Advances for such day if such day falls after such LC Payment Date.
Each LC Issuer will pay to each Lender ratably in accordance with its Pro
Rata Share all amounts received by it from any Borrower for application
in payment, in whole or in part, of the Reimbursement Obligation in
respect of any Facility LC (other than any Bank Guaranty) issued by such
LC Issuer, but only to the extent such Lender has made payment to such LC
Issuer in respect of such Facility LC pursuant to Section 2.26.5.
Subject to the terms and conditions of this Agreement (including without
limitation the submission of a Borrowing Notice in compliance with
Section 2.8 and the satisfaction of the applicable conditions precedent
set out in Article IV), any Borrower may request an Advance hereunder for
the purpose of satisfying any Reimbursement Obligation.



          2.26.7 Obligations Absolute. The Borrowers’ obligations under this
Section 2.26 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which any Borrower may have or have had against any LC Issuer,
any Lender or any beneficiary of a Facility LC. The Borrowers further
agree with the LC Issuers and the Lenders that the LC Issuers and the
Lenders shall not be responsible for, and the Borrowers’ Reimbursement
Obligation in respect of any Facility LC shall not be affected by, among
other things, (a) the validity or genuineness of documents or of any
endorsements thereon, even if such documents should in fact prove to be
in any or all respects invalid, fraudulent or forged, or (b) any dispute
between or among any Borrowers, any of their Affiliates, the beneficiary
of any Facility LC or any financing institution or other party to whom
any Facility LC may be transferred, or (c) any claims or defenses
whatsoever of any Borrower or of any of its Affiliates against the
beneficiary of any Facility LC or any such transferee. The LC Issuers
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Facility LC. The Borrowers agree
that any action taken or omitted by any LC Issuer or any Lender under or
in connection with each Facility LC and the related drafts and documents,
if done without gross negligence or willful misconduct, shall be binding
upon the Borrowers and shall not put any LC Issuer or any Lender under
any liability to any Borrower. Nothing in this Section 2.26.7 is
intended to limit the right of any Borrower to make a claim against any
LC Issuer for damages as contemplated by the proviso to the first
sentence of Section 2.26.6.



          2.26.8 Actions of LC Issuers. Each LC Issuer shall be entitled to
rely, and shall be fully protected in relying, upon any Facility LC,
draft, writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or



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other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or
Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by such LC Issuer. Each LC Issuer
shall be fully justified in failing or refusing to take any action under
this Agreement unless it shall first have received such advice or
concurrence of the Required Lenders as it reasonably deems appropriate or
it shall first be indemnified to its reasonable satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Notwithstanding any other provision
of this Section 2.26, each LC Issuer shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement
in accordance with a request of the Required Lenders, and such request
and any action taken or failure to act pursuant thereto shall be binding
upon the Lenders and any future holders of a participation in any
Facility LC.




          2.26.9 Indemnification. Each Borrower hereby agrees to indemnify
and hold harmless each Lender, each LC Issuer and the Agent, and their
respective directors, officers, agents and employees from and against any
and all claims and damages, losses, liabilities, costs or expenses which
such Lender, such LC Issuer or the Agent may incur (or which may be
claimed against such Lender, such LC Issuer or the Agent by any Person
whatsoever) by reason of or in connection with the issuance, execution
and delivery or transfer of or payment or failure to pay under any
Facility LC or any actual or proposed use of any Facility LC, including,
without limitation, any claims, damages, losses, liabilities, costs or
expenses which any LC Issuer may incur by reason of or in connection with
(a) the failure of any other Lender to fulfill or comply with its
obligations to such LC Issuer hereunder (but nothing herein contained
shall affect any rights any Borrower may have against any defaulting
Lender) or (b) by reason of or on account of such LC Issuer issuing any
Facility LC which specifies that the term “Beneficiary” included therein
includes any successor by operation of law of the named Beneficiary, but
which Facility LC does not require that any drawing by any such successor
Beneficiary be accompanied by a copy of a legal document, satisfactory to
such LC Issuer, evidencing the appointment of such successor Beneficiary;
provided that no Borrower shall be required to indemnify any Lender, any
LC Issuer or the Agent for any claims, damages, losses, liabilities,
costs or expenses to the extent, but only to the extent, caused by (x)
the willful misconduct or gross negligence of such LC Issuer in
determining whether a request presented under any Facility LC complied
with the terms of such Facility LC or (y) such LC Issuer’s failure to pay
under any Facility LC after the presentation to it of a request strictly
complying with the terms and conditions of such Facility LC. Nothing in
this Section 2.26.9 is intended to limit the obligations of any Borrower
under any other provision of this Agreement.



          2.26.10 Lenders’ Indemnification. Each Lender shall, ratably in
accordance with its Pro Rata Share, indemnify each LC Issuer, its
affiliates and their respective directors, officers, agents and employees
(to the extent not reimbursed by the Borrowers) against any cost, expense
(including reasonable counsel fees and disbursements), claim, demand,
action, loss or liability (except such as result from such indemnitees’
gross negligence or willful misconduct or such LC Issuer’s failure to pay
under any Facility LC after the presentation to it of a request strictly
complying with the terms and conditions of the Facility LC) that such
indemnitees may suffer or incur in connection with this Section 2.26 or
any action taken or omitted by such indemnitees hereunder.



          2.26.11 Facility LC Collateral Account. (a) Each Borrower agrees
that it will, as provided in clause (b) below, as provided in Section
2.2(a), upon the occurrence of any Default described in Section 7.6 or
Section 7.7, or upon the request of the Required Lenders (or the Agent
with the consent of the Required Lenders) upon a Default, and until the
final expiration date of



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any Facility LC (other than a Bank Guaranty) and
thereafter as long as any amount is payable to the LC Issuer or the
Lenders in respect of any Facility LC (other than a Bank Guaranty),
maintain a special collateral account (the “Facility LC Collateral
Account”) at the Agent’s office at the address specified pursuant to
Article XIII, in the name of such Borrower but under the sole dominion
and control of the Agent, for the ratable benefit of the Lenders and the
LC Issuers and in which such Borrower shall have no interest other than
as set out in Section 2.2(a) and Section 8.1. Each Borrower hereby
pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Lenders and the LC
Issuers, a security interest in all of such Borrower’s right, title and
interest in and to all funds which may from time to time be on deposit in
the Facility LC Collateral Account to secure the prompt and complete
payment and performance of the LC Obligations and LC Fees. The Agent
will invest any funds on deposit from time to time in the Facility LC
Collateral Account in certificates of deposit or other time deposits of
Bank One having a maturity not exceeding 30 days. The Parent may select
the maturities of such certificates of deposit upon reasonable prior
notice to the Agent; however, if the Parent fails to provide such notice,
the Agent shall select the applicable maturities in its sole discretion.
Nothing in this Section 2.26.11 shall either obligate the Agent to
require any Borrower to deposit any funds in the Facility LC Collateral
Account or limit the right of the Agent to release any funds held in the
Facility LC Collateral Account in each case other than as required by
Section 2.2(a), Section 8.1, or clause (b) below.




          (b) Each Borrower agrees that, if 45 days prior to the
then-applicable Facility Termination Date, the Facility Termination Date
has not been extended, then, with respect to each Facility LC (other than
Bank Guaranties) with an expiry date later than 5 Business Days prior to
the then-applicable Facility Termination Date, the Borrowers shall either
(i) deposit cash collateral in the Facility LC Collateral Account or (ii)
provide the applicable LC Issuer with a letter of credit, issued by an
issuing bank reasonably acceptable to such LC Issuer, naming such LC
Issuer as beneficiary, and otherwise reasonably acceptable to such LC
Issuer (each, such letter of credit a “Back-Up LC”), in each case, in the
currency of such Letter of Credit and in an amount equal to 100% of the
outstanding LC Obligations (other than LC Obligations with respect to Bank
Guaranties) plus the amount of all LC Fees scheduled to be paid through
the expiration date of the Facility LCs issued by such LC Issuer. Neither
the Borrowers nor any Person claiming on behalf of or through the
Borrowers shall have any right to withdraw any of the funds held in the
Facility LC Collateral Account. Upon the extension of the Facility
Termination Date, the Agent shall promptly release to the Borrowers all
cash collateral provided by the Borrowers, or the applicable LC Issuers
shall return all Back-Up LCs to the issuing banks for cancellation, as
applicable. Upon the cancellation, surrender, or payment of each Facility
LC for which cash collateral or a Back-Up LC was provided pursuant to this
Section 2.26.11(b), the Agent shall promptly release cash collateral to
the Borrowers, or the applicable LC Issuer shall instruct the applicable
Back-Up LC issuer to reduce the amount available to be drawn under any
applicable Back-Up LC, as applicable, in the amount of the LC Obligations
(other than Bank Guaranties) which are no longer outstanding as a result
thereof, together with the amount of all corresponding LC Fees which will
no longer become payable excluding in each case, the amounts applied by
Agent under Section 8.1(c) to satisfy any LC Fees that have become due and
payable by any Borrower.



          (c) The obligations of each of the Borrowers under this Agreement and
the other Loan Documents regarding Facility LC’s, including without
limitation obligations under Section 2.26, shall survive after the
Facility Termination Date and termination of this Agreement for so long as
any LC Obligations remain outstanding. Each Borrower further agrees that
if cash collateral is required to be deposited or any Back-up LCs are
required to be provided pursuant to Section 2.26.11(b), it will, promptly
upon request of the Agent or any LC Issuer, as applicable,



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enter into such agreements, in form and substance reasonably acceptable to the Agent or
such LC Issuer, as applicable, and such Borrower as the Agent or such LC
Issuer may reasonably require to effectuate the provisions of Section
2.26.11(b) and otherwise govern the administration of the outstanding
Facility LC’s and the Facility LC Collateral Account or Back-Up LC
requirements, as applicable, the Borrowers’ Reimbursement Obligations and
other obligations with respect thereto, and such other provisions as the Agent or such LC Issuer may
reasonably require, in each case, to become effective on the Facility
Termination Date if the same is not extended.




          2.26.12 Rights as a Lender. In its capacity as a Lender, each LC
Issuer shall have the same rights and obligations as any other Lender.



          2.26.13 Bank Guaranties. Each LC Issuer’s agreement to issue Bank
Guaranties hereunder is conditioned upon (a) such LC Issuer’s
determination, in its sole discretion, that it is able to issue a Bank
Guaranty in the applicable jurisdiction and (b) the simultaneous issuance
by a LC Issuer of a Facility LC (other than a Bank Guaranty) supporting
the applicable Borrower’s obligations under such Bank Guaranty for the
entire term thereof. Any Modification which increases or extends the
amount or term of a Bank Guaranty shall be conditioned upon a
simultaneous corresponding Modification of the Facility LC supporting
such Bank Guaranty. The applicable Borrower shall provide notice
requesting the issuance or Modification, as applicable, of any such
supporting Facility LC at the same time at which such Borrower provides
notice requesting the issuance or Modification, as applicable, of the
Bank Guaranty which such Facility LC supports, all in accordance with
Section 2.26.3.



          2.27 Increase in Aggregate Commitment.



          (a) Provided no Default or Unmatured Default exists, upon notice to the
Agent, the Parent may request one or more increases (the amount of any such
increase being a “Commitment Increase”) in the Aggregate Commitment which in
the aggregate do not exceed $100,000,000 and do not cause the Aggregate
Commitment to exceed $300,000,000. The Agent shall promptly give the Lenders
(each of which, in its sole discretion, may determine whether and to what
degree to participate in such Commitment Increase) notice of such request. In
its notice to the Agent, the Parent shall specify the time period within which
each Lender is requested to respond (which shall not be less than 10 Business
Days from the date of delivery of such notice to the Agent). Each Lender shall
notify the Agent within such time period whether or not it agrees to increase
its Commitment and, if so, whether by an amount equal to, greater than, or less
than its Pro Rata Share of such requested increase (any such Lender that agrees
to increase its Commitment hereunder, an “Increasing Lender”). Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment. No Lender’s Commitment amount shall be increased without the
consent of such Lender. The Agent shall notify the Parent of the Lenders’
responses to each request made hereunder. If the Increasing Lenders agree to
increase their respective Commitments by an aggregate amount in excess of the
requested Commitment Increase, the requested Commitment Increase shall be
allocated among such Increasing Lenders in proportion to their respective
Commitments immediately prior to the Increase Date. To achieve the full amount
of a requested increase, the Borrowers may also invite additional Eligible
Assignees to become Lenders (any such Lender, an “Additional Lender”). The sum
of the increases in the Commitments of the Increasing Lenders plus the
Commitments of the Additional Lenders upon giving effect to the Commitment
Increase shall not in the aggregate exceed the amount of the Commitment
Increase.



          (b) Any Commitment Increase shall become effective upon (i) the receipt by
the Agent of (A) an agreement in form and substance satisfactory to the Agent
signed by the Borrowers, each Increasing Lender and each Additional Lender,
setting forth the new Commitments of each such Lender and setting forth the
agreement of each Additional Lender to become a party to this Agreement and to
be



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bound by all the terms and provisions hereof binding upon each Lender, and
(B) such evidence of appropriate authorization on the part of the Borrowers
with respect to the Commitment Increase and such opinions of counsel for the
Borrowers with respect to the Commitment Increase as the Agent may reasonably
request, (ii) the funding by each Increasing Lender and Additional Lender of
the Revolving Loans to be made by each such Lender described in subsection (c)
below, if applicable, and (iii) receipt by the Agent of a certificate (the statements contained in which shall be
true) of a Responsible Officer of each Borrower certifying and attaching the
resolutions adopted by such Borrower approving or consenting to such Commitment
Increase, and stating that both before and after giving effect to such
Commitment Increase (A) no Default has occurred and is continuing, and (B) all
representations and warranties in this Agreement are true and correct in all
material respects, unless such representation or warranty relates to an earlier
date, in which case they are true and correct as of such earlier date. The
Agent shall promptly notify the Borrowers and the Lenders of the final
allocation of any Commitment Increase and the effective date thereof.




          (c) Upon the effective date of any Commitment Increase, if any Advances
(other than Swing Line Loans) are then outstanding, each Increasing Lender and
each Additional Lender shall provide funds to the Agent in the manner described
in Section 2.2. The funds so provided by any Lender shall be deemed to be a
Revolving Loan made by such Lender on the date of such Commitment Increase, an
in an amount such that after giving effect to such Commitment Increase and the
Revolving Loans made on the date of such Commitment Increase, each Advance
outstanding hereunder shall consist of Revolving Loans made by the Lenders
ratably in accordance with each Lender’s Pro Rata Share. Also upon giving
effect to any Commitment Increase, each Lender shall participate in any
outstanding Facility LC’s (other than any Bank Guaranties) and Swing Line Loans
ratably in accordance with its Pro Rata Share.



          (d) Notwithstanding any provision contained herein to the contrary, from
and after the date of any Commitment Increase and the making of any Revolving
Loans on such date pursuant to subsection (c) above, all calculations and
payments of interest on the Advances shall take into account the actual
Commitment of each Lender and the principal amount outstanding of each
Revolving Loan made by such Lender during the relevant period of time.



          (e) The Aggregate Commitments may be increased in accordance with, and to
the extent permitted by, this Section 2.27, without the consent of the
requisite Lenders otherwise required under Section 8.2.



ARTICLE III




YIELD PROTECTION; TAXES




     3.1 Yield Protection. (a) If, on or after the date of this Agreement,
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation or any LC Issuer with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:




               (i) subjects any Lender or any applicable Lending Installation or
any LC Issuer to any Taxes, or changes the basis of taxation of payments
(other than with respect to Excluded Taxes) to any Lender or any LC
Issuer in respect of its Eurocurrency Loans, Facility LCs or
participations therein, or



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               (ii) imposes or increases or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable
Lending Installation or any LC Issuer (other than reserves and
assessments taken into account in determining the interest rate
applicable to Eurocurrency Advances), or


               (iii) imposes any other condition the result of which is to increase
the cost to any Lender or any applicable Lending Installation or any LC
Issuer of making, funding or maintaining its Eurocurrency Loans or
Commitment, or of issuing or participating in Facility LCs, (including,
without limitation, any conversion of any Loan denominated in an Agreed
Currency other than Euro into a Loan denominated in Euro), or reduces any
amount receivable by any Lender or any applicable Lending Installation or
any LC Issuer in connection with its Eurocurrency Loans, Facility LCs or
participations therein, or requires any Lender or any applicable Lending
Installation or any LC Issuer to make any payment calculated by reference
to the amount of Eurocurrency Loans, Facility LCs or participations
therein held or interest or LCs Fees received by it, by an amount deemed
material by such Lender or such LC Issuer as the case may be,


and the result of any of the foregoing is to increase the cost to such Lender
or applicable Lending Installation or such LC Issuer, as the case may be, of
making or maintaining its Eurocurrency Loans (including, without limitation,
any conversion of any Loan denominated in an Agreed Currency other than Euro
into a Loan denominated in Euro) or Commitment or of issuing or participating
in Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or such LC Issuer, as the case may be, in connection with
such Eurocurrency Loans, Commitment, Facility Fees or participations therein,
then, within 15 days of demand by such Lender or such LC Issuer, as the case
may be, the Borrowers shall pay such Lender or such LC Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or such LC
Issuer, as the case may be, for the actual increased cost or reduction in
amount received.


          (b) If any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive of any jurisdiction outside of the United States
of America or any subdivision thereof (whether or not having the force of law),
imposes or deems applicable any reserve requirement against or fee with respect
to assets of, deposits with or for the account of, or credit extended by, any
Lender or any applicable Lending Installation, or any LC Issuer, and the result
of the foregoing is to increase the cost to such Lender or applicable Lending
Installation or such LC Issuer of making or maintaining its Eurocurrency Loans
to, or of issuing or participating in Facility LCs upon the request of, or of
making or maintaining its Commitment to, any Borrower that is not incorporated
under the laws of the United States of America or a state thereof (each a
“Non-U.S. Borrower”) or to reduce the return received by such Lender or
applicable Lending Installation or such LC Issuer in connection with such
Eurocurrency Loans to, Facility LCs applied for by, or Commitment to any
Non-U.S. Borrower, then, within 15 days of demand by such Lender, or such LC
Issuer, as the case may be, such Non-U.S. Borrower shall pay such Lender, or
such LC Issuer, as the case may be, such additional amount or amounts as will
compensate it for such increased cost or reduction in amount received, provided
that such Non-U.S. Borrower shall not be required to compensate any Lender for
such non-U.S. reserve costs or fees to the extent that an amount equal to such
reserve costs or fees is received by such Lender as a result of the calculation
of the interest rate applicable to Eurocurrency Advances pursuant to clause
(a)(ii) of the definition of “Eurocurrency Rate.”


     3.2 Changes in Capital Adequacy Regulations. If a Lender or LC Issuer
determines the amount of capital required or expected to be maintained by such
Lender or such LC Issuer, any Lending Installation of such Lender or such LC
Issuer or any corporation controlling such Lender or such LC


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Issuer is increased as a result of a Change (as hereinafter
defined), then, within 15 days of demand by such Lender or such LC Issuer,
the Borrowers shall pay such Lender or such LC Issuer the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or such LC Issuer determines is
attributable to this Agreement, its Outstanding Credit Exposure or its
Commitment to make Loans and issue or participate in Facility LCs, as the case
may be, hereunder (after taking into account such Lender or such LC Issuer’s
policies as to capital adequacy). “Change” means (a) any change after the date
of this Agreement in the Risk-Based Capital Guidelines or (b) any adoption of
or change in any other law, governmental or quasi-governmental rule,
regulation, policy, guideline, interpretation, or directive (whether or not
having the force of law) after the date of this Agreement which affects the
amount of capital required or expected to be maintained by any Lender or any LC
Issuer or any Lending Installation or any corporation controlling any Lender or
any LC Issuer. “Risk-Based Capital Guidelines” means (a) the risk-based
capital guidelines in effect in the United States on the date of this
Agreement, including transition rules, and (b) the corresponding capital
regulations promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on Banking Regulation
and Supervisory Practices Entitled “International Convergence of Capital
Measurements and Capital Standards,” including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.




     3.3 Availability of Types of Advances. If any Lender determines that
maintenance of its Eurocurrency Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (a) deposits
of a type, currency and maturity appropriate to match fund Eurocurrency
Advances are not available or (b) the interest rate applicable to Eurocurrency
Advances does not accurately reflect the cost of making or maintaining
Eurocurrency Advances, then the Agent shall suspend the availability of
Eurocurrency Advances and require any affected Eurocurrency Advances to be
repaid or converted to Floating Rate Advances, subject to the payment of any
funding indemnification amounts required by Section 3.4. If the Agent suspends
the availability of Eurocurrency Advances under this Section 3.3, the
availability of Eurocurrency Advances shall be reinstated upon, as applicable
(i) the replacement of the Lender (or Lenders) which determined that
maintenance of its Eurocurrency Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, or (ii) the
Required Lenders determine that (A) deposits of a type, currency and maturity
appropriate to match fund Eurocurrency Advances are once again available or (B)
the interest rate applicable to Eurocurrency Advances once again accurately
reflects the cost of making or maintaining Eurocurrency Advances.



     3.4 Funding Indemnification. If any payment of a Eurocurrency Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurocurrency
Advance or prepayment of a Eurocurrency Advance is not made on the date
specified by the applicable Borrower for any reason other than default by the
Lenders, each of the Borrowers will indemnify each Lender for any loss or cost
incurred by it resulting therefrom, including, without limitation, any actual
loss or cost in liquidating or employing deposits acquired to fund or maintain
such Eurocurrency Advance.



     3.5 Taxes. (a) All payments by the Borrowers to or for the account of
any Lender, any LC Issuer, or the Agent hereunder or under any Note or LC
Application shall be made free and clear of and without deduction for any and
all Taxes. If any Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder to any Lender, any LC Issuer or the
Agent, (i) the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 3.5) such Lender, such LC Issuer 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) such Borrower shall make such deductions, (iii) such
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (iv) such Borrower shall furnish



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to the
Agent the original copy of a receipt evidencing payment thereof within 30 days
after such payment is made. Each Lender, or each LC Issuer, as applicable
agrees to use reasonable efforts to obtain the benefit of any tax or other
credit or allowance which may be available to it as a consequence of any such
deduction made by a Borrower in accordance herewith and will pay to such
Borrower an amount equal to all or such portion of the net benefit actually
received by such Lender (or such LC Issuer) as it reasonably allocate to this
Agreement. Notwithstanding the foregoing, a Lender (or a LC Issuer) shall not
be required to apply for any tax credit or allowance or to make a payment to a
Borrower under this Section 3.5(a) if such Lender (or such LC Issuer)
determines in good faith that to do so would be prejudicial to its own
interests. Should it later develop because of loss carrybacks, tax credit
carrybacks, or otherwise that a Lender or a LC Issuer in fact did not receive
the net benefits so paid to such Borrower, such Borrower shall promptly
reimburse such Lender or such LC Issuer for the amount by which the payment
theretofore made to any Borrower exceeds the net benefit actually so received
and reasonably allocated to this Agreement by such Lender or such LC Issuer, as
reasonably determined in good faith by such Lender or such LC Issuer.




          (b) In addition, each Borrower hereby agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or under any Note or
Facility LC Application or from the execution or delivery of, or otherwise with
respect to, this Agreement or any Note or Facility LC Application (“Other
Taxes”).



          (c) Each Borrower hereby agrees to indemnify the Agent, each Lender, and
each LC Issuer for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this
Section 3.5) paid by the Agent, such Lender, or such LC Issuer and any
liability (including penalties, interest and expenses) arising therefrom or
with respect thereto. Payments due under this indemnification shall be made
within 30 days of the date the Agent, such Lender, or such LC Issuer makes
demand therefor pursuant to Section 3.6.



          (d) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a “Non-U.S. Lender”) agrees that it
will, not more than ten Business Days after the date of this Agreement, (i)
deliver to each of the Borrowers and the Agent two duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in
either case that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, and (ii) deliver to each of the Borrowers and the Agent a United States
Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is
entitled to an exemption from United States backup withholding tax. Each
Non-U.S. Lender further undertakes to deliver to each of the Borrowers and the
Agent (A) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (B) after
the occurrence of any event requiring a change in the most recent forms so
delivered by it, such additional forms or amendments thereto as may be
reasonably requested by any Borrower or the Agent. All forms or amendments
described in the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of
any United States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form or amendment with respect to it and such Lender
advises the Borrowers and the Agent that it is not capable of receiving
payments without any deduction or withholding of United States federal income
tax.



          (e) For any period during which a Non-U.S. Lender has failed to provide
the Borrowers with an appropriate form pursuant to clause (d), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be



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provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrowers shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.




          (f) Any Lender or any LC Issuer entitled to an exemption from or reduction
of withholding tax with respect to payments under this Agreement or any Note or
LC Application pursuant to the law of any relevant jurisdiction or any treaty
shall deliver to the Borrowers (with a copy to the Agent), at the time or times
prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate.



          (g) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political
subdivision thereof asserts a claim that the Agent did not properly withhold
tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed, because such Lender
failed to notify the Agent of a change in circumstances which rendered its
exemption from withholding ineffective, or for any other reason), such Lender
shall indemnify the Agent fully for all amounts paid, directly or indirectly,
by the Agent as tax, withholding therefor, or otherwise, including penalties
and interest, and including taxes imposed by any jurisdiction on amounts
payable to the Agent under this subsection, together with all costs and
expenses related thereto (including attorneys fees and time charges of
attorneys for the Agent, which attorneys may be employees of the Agent). The
obligations of the Lenders under this Section 3.5(g) shall survive the payment
of the Obligations and termination of this Agreement.



     3.6 Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurocurrency Loans to reduce any liability of any Borrower to
such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurocurrency Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrowers (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set out in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on the Borrowers in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurocurrency Loan
shall be calculated as though each Lender funded its Eurocurrency Loan through
the purchase of a deposit of the type, currency and maturity corresponding to
the deposit used as a reference in determining the Eurocurrency Rate applicable
to such Loan, whether in fact that is the case or not. Unless otherwise
provided herein, the amount specified in the written statement of any Lender
shall be payable on demand after receipt by the Borrowers of such written
statement. The obligations of each of the Borrowers under Sections 3.1, 3.2,
3.4 and 3.5 shall survive payment of the Obligations and termination of this
Agreement.



ARTICLE IV




CONDITIONS PRECEDENT




     4.1 Initial Credit Extensions. The Lenders shall not be required to make
the initial Credit Extensions hereunder unless, prior to or concurrently with
the making of such initial Credit Extensions, the following conditions
precedent have been satisfied:



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          4.1.1 Closing Documents. The Agent shall have received on or before
the Closing Date the following, each dated such date (unless otherwise
specified) and duly executed by the respective party or parties thereto,
in form and substance satisfactory to the Agent and the Lenders, and
(except for the Notes) with sufficient copies for the Agent and each
Lender:



          (a) Copies of the Parent’s (i) certificate of incorporation, together with
all amendments, and a certificate of good standing, each certified by the
appropriate governmental officer in its jurisdiction of incorporation, (ii)
bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii)
Board of Directors’ resolutions and of resolutions or actions of any other body
authorizing the execution of the Loan Documents to which the Parent is a party,
(iv) an incumbency certificate, executed by the Secretary or Assistant
Secretary of the Parent, which shall identify by name and title and bear the
signatures of the Authorized Officers and any other officers of the Parent
authorized to sign the Loan Documents to which the Parent is a party, upon
which certificate the Agent and the Lenders shall be entitled to rely until
informed of any change in writing by the Parent, and (v) any other information
required by Section 326 of the USA Patriot Act or deemed necessary for the
Agent or any Lender to verify the identity of Parent as required by Section 326
of the USA Patriot Act.



          (b) Copies of each Borrowing Subsidiary’s (i) organizational documents,
together with all amendments, and a certificate of good standing (if
applicable), each certified by the appropriate governmental officer in its
jurisdiction of incorporation, (ii) bylaws, certified by the Secretary,
Assistant Secretary, director or other appropriate official of such Borrowing
Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan
Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency
certificate, executed by the Secretary or Assistant Secretary, director or
other appropriate official of each Borrowing Subsidiary, which shall identify
by name and title and bear the signatures of the Authorized Officers and any
other officers of each such Borrowing Subsidiary authorized to sign the Loan
Documents to which such Borrowing Subsidiary is a party, upon which certificate
the Agent and the Lenders shall be entitled to rely until informed of any
change in writing by the applicable Borrowing Subsidiary, and (v) any other
information required by Section 326 of the USA Patriot Act or deemed necessary
for the Agent or any Lender to verify the identity of Borrowing Subsidiary as
required by Section 326 of the USA Patriot Act.



          (c) A certificate, signed by the chief financial officer of the Parent,
stating that on the Closing Date (i) no Default or Unmatured Default has
occurred and is continuing, (ii) each of the representations and warranties set
out in Article V of this Agreement is true and correct on and as of the Closing
Date, (iii) there has occurred no material adverse change in the consolidated
financial condition of the Parent from that reflected in the Parent’s
consolidated financial statements as of December 31, 2002, and (iv) since
December 31, 2002, there has been no change in the business, Property,
prospects, condition (financial or otherwise) or results of operations of the
Parent and its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect.



          (d) A written opinion of William C. Lemmer, general counsel of the Parent,
addressed to the Agent and the Lenders in substantially the form of Exhibit
A-1.



          (e) A written opinion of the outside counsel to the Parent and the
Borrowing Subsidiaries, addressed to the Agent and the Lenders in substantially
the form of Exhibit A-2.



          (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to
the order of each such requesting Lender.



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          (g) Written money transfer instructions, in substantially the form of
Exhibit D, addressed to the Agent and signed by an Authorized Officer, together
with such other related money transfer authorizations as the Agent may have
reasonably requested.



          (h) This Agreement, and all its attached Exhibits and Schedules.



          (i) The Guaranty.



          (j) If the initial Credit Extension will be the issuance of a Facility LC,
a properly completed Facility LC Application.



          (k) Such other documents as any Lender or its counsel may have reasonably
requested.



          4.1.2 Fees.



          (a) All fees, costs, and expenses of Bank One and its affiliates
(including, without limitation, legal fees and expenses of counsel to the
Agent) to be paid on the Closing Date shall have been paid, or arrangements
acceptable to Bank One shall have been made for the payment thereof.



          (b) The Parent shall have paid to the Agent and the Arranger, for their
respective accounts, the fees agreed to pursuant to the terms of that certain
letter agreement dated November 5, 2003, among the Parent, the Agent and the
Arranger, or as otherwise agreed from time to time.



     4.2 Each Credit Extension. The Lenders shall not (except as otherwise set
out in Section 2.5.1 and Section 2.5.2 with respect to Revolving Loans for the
purpose of repaying Swing Line Loans) be required to make any Credit Extension
unless on the applicable Credit Extension Date:



          (a) There exists no Default or Unmatured Default.



          (b) The representations and warranties contained in Article V are true and
correct as of such Credit Extension Date except to the extent any such
representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty shall have been true and correct on
and as of such earlier date.



     With respect to any Borrower that is not a Material Subsidiary, the
Lenders shall not (except as otherwise set out in Section 2.5.1 and Section
2.5.2 with respect to Revolving Loans for the purpose of repaying Swing Line
Loans) be required to make any Credit Extension with respect to such Borrower
if, on the applicable Credit Extension Date, a Default or Unmatured Default
would exist if such Borrower were a Material Subsidiary; provided that any such
circumstance that would not otherwise constitute a Default or Unmatured
Default under this Agreement shall not be deemed to be a
Default or Unmatured Default or affect the Lenders’ Commitment to make Credit
Extensions to the other Borrowers under this Agreement solely as a result of
this paragraph.



     Each Borrowing Notice, Swing Line Borrowing Notice, or request for
issuance of a Facility LC, as the case may be, with respect to each such Credit
Extension shall constitute a representation and warranty by the Borrowers that
the conditions contained in the preceding paragraph and Sections 4.2(a) and (b)
have been satisfied. As a condition to making a Credit Extension, the Agent
may require the applicable Borrower to deliver a certificate from an Authorized
Officer of the Parent, certifying that such officer (a) has reviewed the terms
of this Agreement and (b) has no knowledge of the existence of any



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condition or event which constitutes (or would constitute, if the applicable Borrower were a
Material Subisidary) a Default or Unmatured Default as of the date of such
certificate.




ARTICLE V




REPRESENTATIONS AND WARRANTIES




     The Borrowers represent and warrant to the Lenders that:



     5.1 Existence and Standing. Each of the Borrowers is a corporation,
partnership or limited liability company duly and properly incorporated or
organized, as the case may be, validly existing and (to the extent such concept
applies to such entity) in good standing under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted. Each of the
Borrowers and each of the Subsidiaries is duly qualified and in good standing
(to the extent applicable) as a foreign corporation or other business entity
and is duly authorized to conduct its business in each jurisdiction in which
its business is conducted or proposed to be conducted except where the failure
to qualify may not reasonably be expected to have a Material Adverse Effect.



     5.2 Authorization and Validity. Each of the Borrowers has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder. The execution and
delivery by the Borrowers of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and the Loan Documents to which each of the Borrowers is
a party constitute legal, valid and binding obligations of each of the
Borrowers enforceable against each of such Borrowers in accordance with their
terms, except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors’ rights generally.



     5.3 No Conflict; Government Consent. Neither the execution and delivery
by each of the Borrowers of the Loan Documents to which it is a party, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate (a) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on any Borrower or any of their
respective Subsidiaries or (b) any Borrower’s or any of their Subsidiaries’
articles or certificate of incorporation, partnership agreement, certificate of
partnership, articles or certificate of organization, by-laws, or operating or
other management agreement, as the case may be, or (c) the provisions of any
indenture, instrument or agreement to which any of the Borrowers or any of
their respective Subsidiaries is a party or is subject, or by which it, or its
Property, is bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of
any Borrower or a Subsidiary pursuant to the terms of any such indenture,
instrument or agreement. No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of any governmental or public body or
authority, or any subdivision thereof, which has not been obtained by the
Borrowers or any of their Subsidiaries, is required to be obtained by any
Borrower or any of their Subsidiaries in connection with the execution and
delivery of the Loan Documents, the borrowings under this Agreement, the
payment and performance by the Borrowers of the Obligations or the legality,
validity, binding effect or enforceability of any of the Loan Documents.



     5.4 Financial Statements. The December 31, 2002 consolidated financial
statements of the Parent and its Subsidiaries heretofore delivered to the
Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly



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present the consolidated financial condition and operations of the Parent and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.




     5.5 Taxes. The Parent and its Subsidiaries have filed all United States
federal tax returns and all other tax returns which are required to be filed
and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Parent or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists. The United States income tax returns of the
Parent and its Subsidiaries have been audited by the Internal Revenue Service
(or the applicable statute of limitations has expired) through the years ending
December 31, 1999. No tax liens have been filed and no claims are being
asserted with respect to any such taxes. The charges, accruals and reserves on
the books of the Parent and its Subsidiaries in respect of any taxes or other
governmental charges are adequate.



     5.6 Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Parent or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making
of any Credit Extensions. Other than any liability incident to any litigation,
arbitration or proceeding which could not reasonably be expected to have a
Material Adverse Effect, the Parent has no material contingent obligations not
provided for or disclosed in the financial statements referred to in Section 5.4.



     5.7 Subsidiaries. Schedule 1 contains an accurate list of all
Subsidiaries of the Parent as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Parent or
other Subsidiaries. Each Borrowing Subsidiary is a Wholly-Owned Subsidiary,
all of the issued and outstanding shares of capital stock of which is owned by
the Parent or one of its Wholly-Owned Subsidiaries. All of the issued and
outstanding shares of capital stock of each Subsidiary or other ownership
interests of such Subsidiaries have been (to the extent such concepts are
relevant with respect to such ownership interests) duly authorized and issued
and are fully paid and non-assessable, and are free and clear of all Liens. No
authorized but unissued or treasury shares of capital stock of any
Subsidiary are subject to any option, warrant, right to call, or commitment of
any kind or character. Except as set out on Schedule 1, no Subsidiary has any
outstanding stock or securities convertible into or exchangeable for any shares
of its capital stock, or any right issued to any Person (either preemptive or
other) to subscribe for or to purchase, or any options for the purchase of, or
any agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments, or claims of any character relating to any of its capital
stock or any stock or securities convertible into or exchangeable for any of
its capital stock other than as expressly set out in the certificate or
articles of incorporation or other charter document of the Parent or such
Subsidiary.



     5.8 ERISA. The Unfunded Liabilities of all Single Employer Plans do not
in the aggregate exceed $50,000,000. Neither the Parent nor any other member
of the Controlled Group has incurred, or is reasonably expected by the Parent
to incur, any withdrawal liability to Multiemployer Plans. Each Plan complies
in all material respects with all applicable requirements of law and
regulations, no material Reportable Event has occurred with respect to any
Plan, neither the Parent nor any other member of the Controlled Group has
withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps
have been taken to reorganize or terminate any Single Employer Plan.



     5.9 Accuracy of Information. No information, exhibit or report furnished
by the Parent or any of its Subsidiaries to the Agent or to any Lender in
connection with the negotiation of, or compliance



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with, the Loan Documents
contained any material misstatement of fact or omitted to state a material fact
or any fact necessary to make the statements contained therein not misleading.




     5.10 Regulation U. Margin stock (as defined in Regulation U) constitutes
less than 25% of the value of those assets of the Parent and its Subsidiaries
which are subject to any limitation on sale, pledge, or other restriction
hereunder.



     5.11 Material Agreements. Neither the Parent nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Parent nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (a) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (b) any
agreement or instrument evidencing or governing Material Indebtedness.



     5.12 Compliance With Laws. The Parent and its Subsidiaries have complied
with all applicable statutes, rules, regulations, orders and restrictions of
any domestic or foreign government or any instrumentality or agency thereof
having jurisdiction over the conduct of their respective businesses or the
ownership of their respective Property except for any failure to comply with
any of the foregoing which could not reasonably be expected to have a Material
Adverse Effect.



     5.13 Ownership of Properties. The Parent and its Subsidiaries have good title, free of all Liens
other than those permitted by Section 6.15, to all of the Property and assets
reflected in the Parent’s most recent consolidated financial statements
provided to the Agent as owned by the Parent and its Subsidiaries.



     5.14 Plan Assets; Prohibited Transactions. None of the Borrowers is an
entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making
of Credit Extensions hereunder gives rise to a prohibited transaction within
the meaning of Section 406 of ERISA or Section 4975 of the Code.



     5.15 Environmental Matters. In the ordinary course of its business, the
officers of the Parent consider the effect of Environmental Laws on the
business of the Parent and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Parent
and its Subsidiaries due to Environmental Laws. On the basis of this
consideration, the Parent has concluded that Environmental Laws cannot
reasonably be expected to have a Material Adverse Effect. None of the Parent
or any of its Subsidiaries has received any notice to the effect that its
operations are not in material compliance with any of the requirements of
applicable Environmental Laws or are the subject of any federal or state
investigation evaluating whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment,
which non-compliance or remedial action is reasonably expected by the Parent to
have a Material Adverse Effect.



     5.16 Investment Company Act. None of the Parent or any of its
Subsidiaries is an “investment company” or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
as amended.



     5.17 Public Utility Holding Company Act. None of the Parent or any of its
Subsidiaries is a “holding company” or a “subsidiary company” of a “holding
company”, or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company”, within the meaning of the Public Utility Holding
Company Act of 1935, as amended.



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     5.18 Reportable Transaction. The Borrowers do not intend to treat the Advances
and related transactions as being a “reportable transaction” (within the
meaning of Treasury Regulation Section 1.6011-4). In the event the Borrowers
determine to take any action inconsistent with such intention, it will promptly
notify the Agent of such intent.



ARTICLE VI




COVENANTS




     During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:



     6.1 Financial Reporting. The Parent will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:



          (a) Within 90 days after the close of each of its fiscal years, an
unqualified audit report certified by Ernst & Young, L.L.P., or any other
independent certified public accountants reasonably acceptable to the Lenders,
prepared in accordance with Agreement Accounting Principles on a consolidated
basis for itself and its Subsidiaries, including a balance sheet as of the end
of such period, related profit and loss and statement of change of
shareholders’ equity, and a statement of cash flows, accompanied by a
certificate of said accountants that, in the course of their examination
necessary for their certification of the foregoing, they have obtained no
knowledge of any Default or Unmatured Default, or if, in the opinion of such
accountants, any Default or Unmatured Default shall exist, stating the nature
and status thereof; provided that, if any financial statement referred to in
this Section 6.1(a) is readily available on-line through EDGAR as of the date
on which such financial statement is required to be delivered hereunder and
Parent shall have notified the Lenders in its Compliance Certificate that such
financial statement is so available, Parent shall not be obligated to furnish
copies of such financial statements. The 90-day period referenced above shall
be extended for up to 15 days for any fiscal year as to which the Parent has
received an extension from the SEC for the filing of its annual report on SEC
Form 10K.



          (b) Within 45 days after the close of the first three quarterly periods of
each of its fiscal years, for itself and its Subsidiaries, a consolidated
unaudited balance sheet as at the close of each such period and consolidated
profit and loss and statement of change of shareholders’ equity and a statement
of cash flows for the period from the beginning of such fiscal year to the end
of such quarter, all certified by an Authorized Officer of the Parent; provided
that, if any financial statement referred to in this Section 6.1(b) is readily
available on-line through EDGAR as of the date on which such financial
statement is required to be delivered hereunder and Parent shall have notified
the Lenders in its Compliance Certificate that such financial statement is so
available, Parent shall not be obligated to furnish copies of such financial
statements. The 45-day period referenced above shall be extended for up to 15
days for any fiscal quarter as to which the Parent has received an extension
from the SEC for the filing of its quarterly report on SEC Form 10Q.



          (c) Together with the financial statements required under Sections 6.1(a)
and (b), a Compliance Certificate signed by an Authorized Officer of the Parent
showing the calculations necessary to determine compliance with this Agreement
and stating that no Default or Unmatured Default exists, or if any Default or
Unmatured Default exists, stating the nature and status thereof.



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          (d) As soon as possible and in any event (i) within 30 days after the
Parent knows that any Termination Event described in clause (a) of the
definition of Termination Event with respect to any Plan has occurred, and (ii)
within 10 Business Days after the Parent knows that any other Termination Event
with respect to any Plan has occurred, a statement, signed by an Authorized
Officer of the Parent, describing such Termination Event and the action which
the Parent proposes to take with respect thereto.



          (e) As soon as possible and in any event within 30 days after receipt by
the Parent, a copy of (i) any notice or claim to the effect that the Parent or
any of its Subsidiaries is or may be liable to any Person as a result of the
release by the Parent, any of its Subsidiaries, or any other Person of any
toxic or hazardous waste or substance into the environment, and (ii) any notice
alleging any violation of any federal, state or local environmental, health or
safety law or regulation by the Parent or any of its Subsidiaries, which, in
either case, could reasonably be expected to exceed $5,000,000.



          (f) Promptly upon the furnishing thereof to the shareholders of the
Parent, copies of all financial statements, reports and proxy statements so
furnished.



          (g) Promptly upon the filing thereof, copies of all registration
statements and annual, quarterly, monthly or other regular reports which the
Parent or any of its Subsidiaries files with the Securities and Exchange
Commission, provided that, if such registration statements and reports are
readily available on-line through EDGAR and Parent shall have notified the
Lenders in writing that such registration statements or reports are so
available, Parent shall not be obligated to furnish copies of such documents.



          (h) Such other information (including non-financial information) as the
Agent or any Lender may from time to time reasonably request.



     6.2 Use of Proceeds. The Parent will, and will cause each Subsidiary to,
use the proceeds of the Credit Extensions for working capital and other general
corporate purposes. Each Borrower will not, nor will it permit any Subsidiary
to, use any of the proceeds of the Advances to purchase or carry any “margin
stock” (as defined in Regulation U).



     6.3 Notice of Default. The Parent will, and will cause each Subsidiary
to, give prompt notice in writing to the Lenders of the occurrence of any
Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse
Effect.



     6.4 Conduct of Business. The Parent will, and will cause each Subsidiary
to, continue to operate its core business in the oil field service industry and
carry on and conduct its business in substantially the same manner as it is
presently conducted and do all things necessary to remain duly incorporated or
organized, validly existing and (to the extent such concept applies to such
entity) in good standing as a corporation, partnership or limited liability
company in its jurisdiction of incorporation or organization, as the case may
be, and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted where the failure to so
maintain its authority could reasonably be expected to cause a Material Adverse
Effect; provided that Subsidiaries may enter into mergers permitted by Section
6.12 and may (other than in the case of Borrowing Subsidiaries) be liquidated
if such liquidation may not reasonably be expected to have a Material Adverse
Effect.



     6.5 Taxes. The Parent will, and will cause each Subsidiary to, timely
file complete and correct United States federal and applicable foreign, state
and local tax returns required by law and pay when due all taxes, assessments
and governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with



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respect to which adequate reserves have been set aside in accordance
with Agreement Accounting Principles.




     6.6 Insurance. The Parent will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is
consistent with sound business practice, and the Parent will furnish to
any Lender upon request a summary of the insurance carried.



     6.7 Compliance with Laws. The Parent will, and will cause each Subsidiary
to, comply with all laws, rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it may be subject including, without
limitation, all Environmental Laws, the failure to comply with which could
reasonably be expected to have a Material Adverse Effect or for which the
compliance is being contested in good faith by appropriate proceedings.



     6.8 Maintenance of Properties. The Parent will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times.



     6.9 Inspection. The Parent will, and will cause each Subsidiary to,
permit the Agent, by its representatives and agents, to inspect any of the
Property, books and financial records of the Parent and each Subsidiary, to
examine and make copies of the books of accounts and other financial records of
the Parent and each Subsidiary, and to discuss the affairs, finances and
accounts of the Parent and each Subsidiary with, and to be advised as to the
same by, their respective officers at such reasonable times and intervals as
the Agent may designate The Agent shall give the Parent three (3) Business
Days’ notice of each such inspection, shall schedule such inspections during
normal business hours, shall conduct the inspection in a manner that does not
unreasonably and materially interfere with the business operations of the
Parent and its Subsidiaries, and if no Default has occurred and is continuing,
shall conduct no more than one inspection during each calendar year. When no
Default has occurred and is continuing, any such inspection or examination
shall be at the Agent’s cost and expense. When a Default has occurred and is
continuing, any such inspection or examination shall be at the Parent’s cost
and expense.



     6.10 Capital Stock and Dividends. If a Default or Unmatured Default
exists before or after giving effect thereto, the Parent will not, nor will it
permit any Subsidiary to, (a) issue (except by a Subsidiary to the Parent or
any Wholly-Owned Subsidiary) any preferred stock, other capital stock or any
equity securities of any kind, in each case, subject to sinking fund payments
or other mandatory redemptions or payments prior to the Facility Termination
Date or (b) declare or pay any dividends or make any distributions on its
capital stock (other than dividends payable in its own capital stock and
dividends payable in cash to the Parent or a Wholly-Owned Subsidiary of the
Parent) or redeem, repurchase or otherwise acquire or retire any of its capital
stock at any time outstanding.



     6.11 Indebtedness.



          (a) The Parent will not, nor will it permit any Subsidiary to, create,
incur or suffer to exist any Indebtedness, except (i) the Obligations
(including the Reimbursement Obligations), (ii) Indebtedness which, in
accordance with Agreement Accounting Principles is required to be shown on the
balance sheet of such Person (other than Indebtedness owed by one of the
Parent’s Wholly-Owned Subsidiaries to the Parent or to another Wholly-Owned
Subsidiary), (iii) in an aggregate amount outstanding at any time not in excess
of $100,000,000 constituting (A) Contingent Obligations in respect of a Person
other than the Parent or another Subsidiary and (B) Attributable Debt as lessor
or guarantor under Synthetic Leases or, without duplication, other Off-Balance
Sheet Liabilities, and (iv) Attributable



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Debt as seller, originator, or
guarantor under accounts or notes receivable financing or securitization
programs in an aggregate amount outstanding at any time not in excess of
$150,000,000.




          (b) Notwithstanding the foregoing, the Parent will not permit the
Subsidiaries to create, incur or suffer to exist any Indebtedness (exclusive of
any Indebtedness in the form of the Obligations and any Indebtedness owed to
the Parent or to a Subsidiary) in an aggregate amount outstanding at any time
in excess of the greater of (i) $200,000,000 and (ii) 15% of Consolidated Net
Worth at such time; provided that, with respect to any Subsidiary acquired by
the Parent (or by any Subsidiary) after the date of this Agreement, for
purposes of calculating compliance with this Section 6.11(b), there shall be
excluded from such calculation the amount of Indebtedness owed by any such
Subsidiary prior to its acquisition, other than any Indebtedness created in
anticipation of such acquisition, if the Parent provides to the Agent a balance
sheet of such acquired Subsidiary as of a recent date evidencing the amount of
such Indebtedness. To satisfy the foregoing requirement, any such balance
sheet must be (A) audited by independent certified public accountants
reasonably acceptable to the Agent or (B) if the Parent provides to the Agent
the balance sheet of such acquired Subsidiary for the fiscal year of such
Subsidiary then most recently ended, but such year end balance sheet is either
(1) audited by independent certified public accountants not reasonably
acceptable to the Agent or (2) audited by independent certified public
accountants reasonably acceptable to the Agent, but not relating to a recent
date as reasonably determined by the Agent, then reviewed by independent
certified public accountants reasonably acceptable to the Agent.



     6.12 Merger. The Parent will not, nor will it permit any Subsidiary to,
merge or consolidate with or into any other Person, except that (a) a
Wholly-Owned Subsidiary may merge into the Parent or any Wholly-Owned
Subsidiary of the Parent and (b) the Parent or any Subsidiary may merge or
consolidate with any other Person, so long as immediately thereafter (and after
giving effect thereto), (i) no Default or Unmatured Default exists, (ii) in the
case of a merger or a consolidation involving the Parent, the Parent is the
continuing or surviving corporation, and (iii) in the case of a merger or a
consolidation involving a Borrowing Subsidiary, if such Subsidiary is not the
continuing or surviving entity, then the continuing or surviving entity has
agreed in writing to assume the obligations of such Subsidiary under the Loan
Documents.



     6.13 Sale of Assets. The Parent will not, nor will it permit any
Subsidiary to enter into any Asset Disposition from on and after the date of
this Agreement, except for Asset Dispositions that in the aggregate do not
constitute a Substantial Portion of the Property of the Parent and the
Subsidiaries. Notwithstanding the foregoing, the Parent (or its Subsidiaries)
may enter into and consummate an Asset Disposition that individually, or when
aggregated with prior Asset Dispositions made after the date of this Agreement,
would constitute a Substantial Portion of the Property of the Parent and its
Subsidiaries if: (a) concurrently with its entering into such Asset
Disposition, the Parent gives notice of its intent to (i) use the net cash
proceeds from such Asset Disposition to replace the assets which are the
subject of such disposition or (ii) otherwise reinvest such net cash proceeds
in capital assets, (b) such replacement or reinvestment is completed within 180
days after the date the Parent (or its applicable Subsidiary) receives the net
cash proceeds from the applicable Asset Disposition, and (c) the net proceeds
received from such Asset Disposition equal or exceed (in the reasonable opinion of two
Authorized Officers of the Parent) the fair market value of the Property
transferred.



     6.14 Sale of Accounts. The Parent will not, nor will it permit any
Subsidiary to, sell or otherwise dispose of any notes receivable or accounts
receivable arising in the ordinary course of business on terms customary in the
trade and which are due within 120 days after the invoice date, with or without
recourse, other than in connection with accounts or notes receivable financing
or securitization programs permitted under Section 6.11(a)(iv).



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     6.15 Liens. The Parent will not, nor will it permit any Subsidiary to,
create, incur, or suffer to exist any Lien in, of or on the Property of the
Parent or any of its Subsidiaries, except:



          (a) Liens for taxes, assessments or governmental charges or levies on its
Property if the same shall not at the time be delinquent or thereafter can be
paid without penalty, or are being contested in good faith and by appropriate
proceedings and for which adequate reserves in accordance with Agreement
Accounting Principles shall have been set aside on its books.



          (b) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’
liens and other similar liens arising in the ordinary course of business which
secure payment of obligations not more than 60 days past due or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside on its books.



          (c) Liens arising out of pledges or deposits under worker’s compensation
laws, unemployment insurance, old age pensions, or other social security or
retirement benefits, or similar legislation.



          (d) Utility easements, building restrictions and such other encumbrances
or charges against real property as are of a nature generally existing with
respect to properties of a similar character and which do not in any material
way affect the marketability of the same or interfere with the use thereof in
the business of any Borrower or its Subsidiaries.



          (e) Liens existing on the date hereof and described in Schedule 2.



          (f) Liens other than those permitted by subsections (a) through (e) above
securing Indebtedness not at any time exceeding in the aggregate 10% of
Consolidated Net Worth.



     6.16 Affiliates. The Parent will not, and will not permit any Subsidiary
to, enter into any transaction (including, without limitation, the purchase or
sale of any Property or service) with, or make any payment or transfer to, any
Affiliate except in the ordinary course of business and pursuant to the
reasonable requirements of the Parent’s or such Subsidiary’s business and upon
fair and reasonable terms no less favorable to the Parent or such Subsidiary
than any Borrower or such Subsidiary would obtain in a comparable arms-length
transaction.



     6.17 Environmental Matters. The Parent will, and will cause each Subsidiary to, (a) conduct its
business so as to comply with all applicable material Environmental Laws and
shall promptly take corrective action to remedy any non-compliance with any
applicable material Environmental Law, except where failure to comply or take
action could not reasonably be expected to have a Material Adverse Effect and
(b) establish and maintain a management system designed to ensure compliance
with applicable material Environmental Laws and minimize financial and other
risks to the Parent and each Subsidiary arising under applicable material
Environmental Laws or as the result of environmentally related injuries to
Persons or Property. If the Agent or any Lender at any time has a reasonable
basis to believe that there may be a material violation of any Environmental
Law by the Parent or any of the Subsidiaries, or any material liability arising
thereunder or related to a Release of Hazardous Materials on any real property
owned, leased, or operated by any Borrower or any of the Subsidiaries or a
Release on real property adjacent to such real property, then the Parent shall,
upon the request of the Agent or such Lender, provide the Agent and each Lender
with all such reports, certificates, engineering studies, and other written
material or data relating thereto as the Agent or any Lender may reasonably
require.



     6.18 Restrictions on Subsidiary Payments. The Parent shall not, nor shall
it permit any Subsidiary to, enter into any indenture, agreement, instrument or
other arrangement which, directly or



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indirectly, prohibits or restrains, or has
the effect of prohibiting or restraining, or imposes materially adverse
conditions upon the ability of any Subsidiary to (a) pay dividends or make
other distributions on its capital stock, (b) make loans or advances to the
Parent, or (c) repay loans or advances from the Parent.




     6.19 ERISA Compliance. With respect to any Plan, neither the Parent nor
any Subsidiary shall (a) incur any “accumulated funding deficiency” (as such
term is defined in Section 302 of ERISA) in excess of $25,000,000, whether or
not waived; (b) permit the occurrence of any Termination Event which could
result in a liability to any Borrower or any other member of the Controlled
Group in excess of $25,000,000; (c) become an “employer” (as such term is
defined in Section 3(5) of ERISA) required to contribute to any Multiemployer
Plan or a “substantial employer” (as such term in defined in Section 4001(a)(2)
of ERISA) required to contribute to any Multiemployer Plan under circumstances
such that withdrawal from such Multiemployer Plan could reasonably be expected
to have a Material Adverse Effect or a material adverse effect on the Parent or
its ability to perform its obligations under this Agreement, the Guaranty or
any other material Loan Document; or (d) permit the establishment or amendment
of any Plan or fail to comply with the applicable provisions of ERISA and the
Code with respect to any Plan, in each case, which could result in liability to
any Borrower or any other member of a Controlled Group which, individually or
in the aggregate, could reasonably be expected to have a Material Adverse
Effect.



     6.20 Financial Covenants. The Parent on a consolidated basis with the
Subsidiaries:



          6.20.1 Coverage Ratio. As of the end of each fiscal quarter for the
four fiscal quarters then ended, shall not permit the Coverage Ratio to
be less than 3.00 to 1.0.



          6.20.2 Total Debt to Total Capitalization Ratio. Shall not permit
the ratio of Total Debt to Total Capitalization to be greater than 60% at
any time.



ARTICLE VII




DEFAULTS




     The occurrence of any one or more of the following events shall constitute
a Default:



     7.1 Any representation or warranty made or deemed made by or on behalf of
the Parent or any Material Subsidiary to the Lenders or the Agent under or in
connection with this Agreement, any Credit Extension, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be materially false on the date as of which made.



     7.2 Nonpayment of (a) principal of any Loan (other than a Swing Line Loan)
when due, (b) principal of any Swing Line Loan (i) within five Business Days of
when due if the Aggregate Commitments minus the Aggregate Outstanding Credit
Exposure (the “Availability”) on the date such principal payment is due is
greater than or equal to the principal amount so due or (ii) when due if the
Availability is less than the principal amount so due, (c) nonpayment of
interest upon any Loan or of any Facility fee or usage fee, LC Fee, or other
obligations under any of the Loan Documents within five days after the same
becomes due, or (d) nonpayment of any Reimbursement Obligation within one
Business Day after the same becomes due.



     7.3 The breach by any of the Borrowers of any of the terms or provisions
of Sections 6.2, 6.3, 6.10 through 6.20.



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     7.4 The breach by any of the Borrowers (other than a breach which
constitutes a Default under another Section of this Article VII) of any of the
terms or provisions of this Agreement which is not remedied within 30 days
after written notice from the Agent or any Lender.



     7.5 Failure of the Parent or any Material Subsidiary to pay when due any
Indebtedness aggregating in excess of $75,000,000 (“Material Indebtedness”); or
the default by the Parent or any Material Subsidiary in the performance (beyond
the applicable grace period with respect thereto, if any) of any term,
provision or condition contained in any agreement under which any such Material
Indebtedness was created or is governed, or any other event shall occur or
condition exist, the effect of which default or event or condition is to cause,
or to permit the holder or holders of such Material Indebtedness to cause, such
Material Indebtedness to become due prior to its stated maturity; or any
Material Indebtedness of the Parent or any Material Subsidiary shall be
declared to be due and payable or required to be prepaid or repurchased (other
than by a regularly scheduled payment) prior to the stated maturity thereof; or
the Parent or any Material Subsidiary shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.



     7.6 The Parent or any Material Subsidiary shall (a) have an order for
relief entered with respect to it under the Federal bankruptcy laws (or
comparable foreign laws) as now or hereafter in effect, (b) make an assignment
for the benefit of creditors, (c) apply for, seek, consent to, or acquiesce in,
the appointment of a receiver, custodian, trustee, examiner, liquidator or
similar official for it or any Substantial Portion of its Property, (d)
institute any proceeding seeking an order for relief under the Federal
bankruptcy laws (or comparable foreign laws) as now or hereafter in effect or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (e)
take any corporate or partnership action to authorize or effect any of the
foregoing actions set out in this Section 7.6 or (f) fail to contest in good
faith any appointment or proceeding described in Section 7.7.



     7.7 Without the application, approval or consent of the Parent or any
Material Subsidiary a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Parent or any Material Subsidiary or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(d) shall be instituted against the Parent or any Material Subsidiary and
such appointment continues undischarged or such proceeding continues
undismissed or unstayed for a period of 60 consecutive days.



     7.8 Any court, government or governmental agency shall condemn, seize or
otherwise appropriate, or take custody or control of, all or any portion of the
Property of the Parent and its Material Subsidiaries which, when taken together
with all other Property of the Parent and its Material Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such action occurs,
constitutes a Substantial Portion.



     7.9 The Parent or any Material Subsidiary shall fail within 30 days to
pay, bond or otherwise discharge one or more (a) judgments or orders for the
payment of money in excess of $25,000,000 (or multiple judgments or orders for
the payment of an aggregate amount in excess of $50,000,000) (or the equivalent
thereof in currencies other than U.S. Dollars) in the aggregate, or (b)
nonmonetary judgments or orders which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, which judgment(s), in
any such case, is/are not stayed on appeal or otherwise being appropriately
contested in good faith.



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     7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in
the aggregate $50,000,000 or any Reportable Event that could reasonably be
expected to have a Material Adverse Effect shall occur in connection with any
Plan.



     7.11 The Parent or any other member of the Controlled Group shall have
been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Parent or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $25,000,000 or
requires payments exceeding $10,000,000 per annum.



     7.12 The Parent or any other member of the Controlled Group shall have
been notified by the sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or is being terminated, within the meaning of Title
IV of ERISA, if as a result of such reorganization or termination the aggregate
annual contributions of any Borrower and the other members of the Controlled
Group (taken as a whole) to all Multiemployer Plans which are then in
reorganization or being terminated have been or will be increased over the
amounts contributed to such Multiemployer Plans for the respective plan years
of each such Multiemployer Plan immediately preceding the plan year in which
the reorganization or termination occurs by an amount exceeding $25,000,000.



     7.13 The Parent or any of its Subsidiaries shall (a) be the subject of any
proceeding or investigation pertaining to the release by the Borrower, any of
its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (b) violate any Environmental Law, which, in
the case of an event described in clause (a) or clause (b), could reasonably be
expected to have a Material Adverse Effect.



     7.14 Any Change in Control shall occur.



     7.15 The occurrence of any “default” under any Loan Document (other than
this Agreement) or the breach of any of the terms or provisions of any Loan
Document (other than this Agreement), which default or breach continues beyond
any period of grace therein provided.



     7.16 The Guaranty shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity or
unenforceability of the Guaranty, or the Parent shall fail to comply with any
of the material terms or provisions of the Guaranty to which it is a party, or
the Guarantor shall deny that it has any further liability under the Guaranty,
or shall give notice to such effect.



ARTICLE VIII




ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES




     8.1 Acceleration; Facility LC Collateral Account. (a) If any Default
described in Section 7.6 or Section 7.7 occurs with respect to any Borrower,
the obligations of the Lenders to make Loans hereunder and the obligation and
power of the LC Issuers to issue Facility LCs shall automatically terminate and
the Obligations shall immediately become due and payable without any election
or action on the part of the Agent, any LC Issuer, or any Lender and the
Borrowers will be and become thereby unconditionally obligated, without any
further notice, act or demand, to pay to the Agent an amount determined as set
forth below in immediately available funds, which funds shall be held in the
Facility LC Collateral Account. The Agent shall determine the difference of
(i) the amount of LC Obligations at such time (other than LC Obligations with
respect to Bank Guaranties), less (ii) the amount on deposit in the Facility LC
Collateral Account at such time which is free and clear of all rights and
claims of third parties and has not been applied against the Obligations (such
difference, the “Collateral Shortfall Amount”).



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The Borrowers will pay to the
Agent, for deposit in the Facility LC Collateral Account, either (y) the
Collateral Shortfall Amount in the applicable Agreed Currency or Currencies or
(z) an amount equal to 110% of the Dollar Amount of the Collateral Shortfall
Amount (calculated as of the applicable Computation Date) in Dollars, as
elected by the Parent. If any Default other than a Default under Section 7.6
or Section 7.7 exists, the Required Lenders (or the Agent with the consent of
the Required Lenders) may (A) terminate or suspend the obligations of the
Lenders to make Loans hereunder and the obligation and power of the LC Issuers
to issue Facility LCs, or declare the Obligations to be due and payable, or
both, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which each
of the Borrowers hereby expressly waives, and (B) upon notice to the Borrowers
and in addition to the continuing right to demand payment of all amounts
payable under this Agreement, make demand on the Borrowers to pay, and the
Borrowers will, forthwith upon demand (and without any further notice or act),
pay to the Agent either (y) the Collateral Shortfall Amount in the applicable
Agreed Currency or Currencies or (z) an amount equal to 110% of the Dollar
Amount of the Collateral Shortfall Amount (calculated as of the applicable
Computation Date) in Dollars, as elected by the Parent, which funds shall be
deposited in the Facility LC Collateral Account.




          (b) If at any time while any Default is continuing, the Agent determines
that the Collateral Shortfall Amount at such time is greater than zero, the
Agent may make demand on the Borrowers to pay, and the Borrowers will,
forthwith upon such demand and without any further notice or act, pay to the
Agent either (y) the Collateral Shortfall Amount in the applicable (as
determined by the Agent) Agreed Currency or Currencies or (z) an amount equal
to 110% of the Dollar Amount of the Collateral Shortfall Amount (calculated as
of the applicable Computation Date) in Dollars, as elected by the Parent, which
funds shall be deposited in the Facility LC Collateral Account.



          (c) So long as any Facility LC is outstanding, amounts deposited in the
Facility LC Collateral Account, if any, shall only be applied by the Agent to
the payment of Reimbursement Obligations and LC Fees that are due and payable.
If no Facility LC remains outstanding, and the Facility Termination Date has
occurred or a Default is continuing, the Agent may apply the remaining amounts
deposited in the Facility LC Collateral Account, if any, to the payment of the
Obligations and any other amounts as shall from time to time have become due and payable by the
Borrowers to the Lenders or the LC Issuers under the Loan Documents. If,
following the deposit of cash collateral pursuant to this Section 8.1, all
Defaults are cured or waived and no Default is continuing, the remaining
amounts deposited in the Facility LC Collateral Account, if any, shall be
returned to the Borrowers to the extent such cash collateral is not otherwise
expressly required under the terms of this Agreement.



          (d) At any time while any Default is continuing, neither the Borrowers nor
any Person claiming on behalf of or through the Borrowers shall have any right
to withdraw any of the funds held in the Facility LC Collateral Account. After
all of the Obligations have been indefeasibly paid in full and the Aggregate
Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Agent to the Borrowers or paid to
whomever may be legally entitled thereto at such time.



          (e) If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans and
the obligation and the power of LC Issuers to issue Facility LCs hereunder as a
result of any Default (other than any Default as described in Section 7.6 or
7.7 with respect to any Borrower) and before any judgment or decree for the
payment of the Obligations due have been obtained or entered, the Required
Lenders (in their sole discretion) so direct, the Agent shall, by notice to the
Borrowers, rescind and annul such acceleration and/or termination and the Agent
shall promptly release all or part of the cash collateral, as applicable, to
the Borrowers to the extent such cash collateral is not otherwise required
under the terms of this Agreement.



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     8.2 Amendments. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrowers may enter into agreements supplemental hereto for
the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or any Borrower hereunder or
waiving any Default hereunder; provided that no such supplemental agreement
shall, without the consent of all of the Lenders:



          (a) Extend the final maturity of any Loan, or forgive all or any portion
of any Reimbursement Obligation or the principal amount of any Loan, or reduce
the rate or extend the time of payment of interest or fees on any Loan or any
Reimbursement Obligations.



          (b) Reduce the percentage specified in the definition of Required Lenders
or otherwise change the percentage of Lenders which shall be required for the
Lenders or any of them to take any action hereunder or under any other Loan
Document, or amend the definition of Pro Rata Share or the provisions of
Section 11.2.



          (c) Extend the Facility Termination Date, permit any Facility LC to have
an expiration date later than 4 years from its date of issuance, or reduce the
amount or extend the payment date for, the mandatory payments required under
Section 2.2.



          (d) Increase the amount of the Aggregate Commitment, the Commitment of any
Lender hereunder or the commitment to issue Facility LCs, other than as
expressly permitted under Section 2.27.



          (e) Amend this Section 8.2.



          (f) Release, in whole or in part, the Parent under the Guaranty.



          (g) Permit any assignment by any of the Borrowers of their respective
Obligations or their rights hereunder.



          (h) Release all or any substantial portion of any cash collateral provided
pursuant to this Agreement (other than in accordance with the terms of this
Agreement), or waive the Borrowers’ obligation to provide cash collateral
pursuant to Section 2.26.11.


No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, and no amendment or any
provision relating to the LC Issuers shall be effective without the written
consent of each of the LC Issuers. No amendment of any provision of this
Agreement relating to any Swing Line Lender or any Swing Line Loans shall be
effective without the written consent of the applicable Swing Line Lender(s).
The Agent may waive payment of the fee required under Section 12.3.2 without
obtaining the consent of any other party to this Agreement.




     8.3 Preservation of Rights. No delay or omission of the Lenders, the LC
Issuers, or the Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Credit Extension notwithstanding the
existence of a Default or the inability of any Borrower to satisfy the
conditions precedent to such Credit Extension shall not constitute any waiver
or acquiescence. Any single or partial exercise of any such right shall not
preclude other or further exercise thereof or the exercise of any other right,
and no waiver, amendment or other variation of the terms, conditions or
provisions of the Loan Documents whatsoever shall be valid unless in writing
signed by the Lenders required pursuant to Section 8.2, and then only to the
extent in such writing specifically set out. All remedies contained in the
Loan



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Documents or by law afforded shall be cumulative and all shall be
available to the Agent, the LC Issuers, and the Lenders until the Obligations
have been paid in full.




ARTICLE IX




GENERAL PROVISIONS




     9.1 Survival of Representations. All claims arising out of or relating to
the representations and warranties of the Borrowers contained in this Agreement
(and the bases giving rise to such claims) shall survive the making of the
Credit Extensions herein contemplated.



     9.2 Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, neither any LC Issuer nor any Lender shall be
obligated to extend credit to any Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.



     9.3 Headings. Section headings in the Loan Documents are for convenience
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.



     9.4 Entire Agreement. The Loan Documents embody the entire agreement and understanding among
the Borrowers, the Agent, the LC Issuers, and the Lenders and supersede all
prior agreements and understandings among the Borrowers, the Agent, the LC
Issuers, and the Lenders relating to the subject matter thereof other than the
Fee Letter.



     9.5 Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any
of its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns, provided, however, that the
parties hereto expressly agree that the Arranger shall enjoy the benefits of
the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set
forth therein and shall have the right to enforce such provisions on its own
behalf and in its own name to the same extent as if it were a party to this
Agreement.



     9.6 Expenses; Indemnification. (a) The Parent shall reimburse the Agent
and the Arranger for any costs and reasonable out-of-pocket expenses (including
attorneys’ fees of such Persons) paid or incurred by the Agent or the Arranger
in connection with the preparation, negotiation, execution, delivery,
syndication, distribution (including, without limitation, via the internet),
review, amendment, modification, and administration of the Loan Documents. The
Parent also agrees to reimburse the Agent, the Arranger, the LC Issuers, and
the Lenders for any costs and out-of-pocket expenses (including attorneys’ fees
of such Persons) paid or incurred by the Agent, the Arranger, any LC Issuer, or
any Lender in connection with the collection and enforcement of the Loan
Documents. Expenses being reimbursed by the Parent under this Section 9.6
include, without limitation, costs and expenses incurred in connection with the
Reports described in the following sentence. The Parent acknowledges that from
time to time Agent may prepare and may distribute to the Lenders (but shall
have no obligation or duty to prepare or to distribute to the Lenders) certain
audit reports (the “Reports”) pertaining to the Parent’s and its Subsidiaries’
assets for internal use by Agent from information furnished to it by or on
behalf of the Parent, after Agent has exercised its rights of inspection
pursuant to this Agreement.



          (b) Each of the Borrowers hereby further agrees to indemnify the Agent,
the Arranger, each LC Issuer, each Lender, their respective affiliates, and
each of their directors, officers and



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employees against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without
limitation, all expenses of litigation or preparation therefor whether or not
the Agent, the Arranger, any LC Issuer, any Lender or any affiliate is a party
thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby or
the direct or indirect application or proposed application of the proceeds of
any Loan hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrowers under this Section 9.6 shall
survive the termination of this Agreement.




          (c) Each Person claiming a right to indemnification under this Section 9.6
shall promptly give the Parent written notice of receipt by such Person of
notice of the commencement of any action, suit or proceeding and the Parent (or
any applicable Borrower) shall have the right, but not the obligation to
participate in the defense of such action. Notwithstanding the foregoing, the
failure of any such Person to so notify the Parent promptly of any such action,
suit, or proceeding shall not relieve the indemnifying party from any
liability that it may have to the indemnified
party hereunder, except to the extent that such failure has a material adverse
effect on the indemnifying party’s ability to defend such claim. The Parent
(or applicable Borrower) may participate in a reasonable manner at its own
expense and with its own counsel in any proceeding conducted by any Borrower in
accordance with the foregoing.




               (i) The indemnified party shall consult in good faith with the
indemnifying party and its counsel with respect to the defense and shall
keep the indemnifying party reasonably informed as to the progress of the
defense. The Agent shall supply the Parent (or applicable Borrower) with
such information and documents reasonably requested by the Parent (or
applicable Borrower) as are necessary or advisable for the Parent (or
applicable Borrower) to participate in any action, suit or proceeding.




               (ii) Except during the existence of a Default, no indemnified party
shall enter into any settlement or other compromise with respect to any
claim which is entitled to be indemnified under this Agreement if such
settlement or compromise would result in any payment hereunder without
the prior written consent of the Parent (or applicable Borrower), which
consent shall not be unreasonably withheld.




               (iii) Upon payment in full of any claim by the Parent (or applicable
Borrower) pursuant to this Agreement, to or on behalf of the Agent, the
Arranger, the LC Issuer, any Lender or their respective Affiliates, the
Parent (or applicable Borrower), without any further action, shall be
subrogated to any and all claims that such indemnified party may have
relating thereto (other than claims in respect of insurance policies
maintained by such indemnified party at its own expense) and such
indemnified party shall execute at its own expense such instruments of
assignment and conveyance, evidence of claims and payment and such other
documents, instruments and agreements as may be necessary to preserve any
such claims and otherwise cooperate with the Parent (or applicable
Borrower) and give such further assurances as are necessary or advisable
to enable the Parent (or applicable Borrower) to vigorously pursue such
claims.



     9.7 Numbers of Documents. All statements, notices, closing documents, and
requests hereunder shall be furnished to the Agent with sufficient counterparts
so that the Agent may furnish one to each of the Lenders.



     9.8 Accounting. Except as provided to the contrary herein, all accounting
terms used herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with



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Agreement Accounting Principles,
except that any calculation or determination which is to be made on a
consolidated basis shall be made for the Parent and all its Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the
Borrower’s audited financial statements. If at any time any change in
generally accepted accounting principles would affect the computation of any
financial ratio or requirement set out in any Loan Document, and Borrowers
shall so request, Agent, Lenders and Borrowers shall negotiate in good faith to
amend such ratio or requirement to preserve the original intent thereof in
light of such change in generally accepted accounting principles (subject to
the approval of the Required Lenders); provided that, until so amended, such
ratio or requirement shall continue to be computed in the same manner as it was
computed prior to such change.




     9.9 Severability of Provisions. Any provision in any Loan Document that is held to be inoperative,
unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction,
be inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity
of that provision in any other jurisdiction, and to this end the provisions of
all Loan Documents are declared to be severable.



     9.10 Nonliability of Lenders. The relationship between each of the
Borrowers on the one hand and the Lenders, the LC Issuers, and the Agent on the
other hand shall be solely that of borrower and lender. Neither the Agent, the
Arranger, any LC Issuer, nor any Lender shall have any fiduciary
responsibilities to any Borrower. None of the Agent, the Arranger, any LC
Issuer, or any Lender undertakes any responsibility to any Borrower to review
or inform any Borrower of any matter in connection with any phase of any
Borrower’s business or operations. Each of the Borrowers agrees that none of
the Agent, the Arranger, any LC Issuer, or any Lender shall have liability to
any Borrower (whether sounding in tort, contract or otherwise) for losses
suffered by any Borrower in connection with, arising out of, or in any way
related to, the transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined in a final non-appealable judgment by a
court of competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which recovery is sought.
None of the Agent, the Arranger, any LC Issuer, or any Lender shall have any
liability with respect to, and each of the Borrowers hereby waives, releases
and agrees not to sue for, any special, indirect, consequential or punitive
damages suffered by any Borrower in connection with, arising out of, or in any
way related to the Loan Documents or the transactions contemplated thereby.



     9.11 Confidentiality. Each Lender agrees that any confidential
information which it may receive from any Borrower pursuant to this Agreement
will be used only for purposes of this Agreement and will not be disclosed to
any of its directors, officers or employees, or to any other Person except for
disclosure (which, in the case of any disclosure pursuant to (d), (e), (f), or
(g) shall be accompanied by a written notice that such information is subject
to this Section 9.11) (a) to its Affiliates and to other Lenders and their
respective Affiliates, (b) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (c) to regulatory
officials, (d) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (e) to any Person in connection with any legal
proceeding to which such Lender is a party, (f) to such Lender’s direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (g)
permitted by Section 12.4. Notwithstanding anything herein to the contrary,
confidential information shall not include, and each Lender (and each employee,
representative or other agent of any Lender) may disclose to any and all
Persons, without limitation of any kind, the “tax treatment” and “tax
structure” (in each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are or have been provided to
such Lender relating to such tax treatment or tax structure; provided that with
respect to any document or similar item that in either case contains
information concerning such tax treatment or tax



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structure of the transactions
contemplated hereby as well as other information, this sentence shall only
apply to such portions of the document or similar item that relate to such tax
treatment or tax structure.




     9.12 Nonreliance. Each Lender hereby represents that it is not relying on or looking to
any margin stock (as defined in Regulation U of the Board of Governors of the
Federal Reserve System) for the repayment of the Credit Extensions provided for
herein.



     9.13 Disclosure. Each of the Borrowers and each Lender hereby (a)
acknowledge and agree that Agent and/or its Affiliates from time to time may
hold investments in, make other loans to or have other relationships with any
Borrower and its Affiliates and (b) waive any liability of Agent or such
Affiliate to any Borrower or any Lender, respectively, arising out of resulting
from such investments, loans or relationships other than liabilities arising
out of the gross negligence or willful misconduct of Agent or its Affiliates.



ARTICLE X




THE AGENT




     10.1 Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the “Agent”) hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set out
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this
Article X. Notwithstanding the use of the defined term “Agent,” it is
expressly understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set out in this
Agreement and the other Loan Documents. In its capacity as the Lenders’
contractual representative, the Agent (a) does not hereby assume any fiduciary
duties to any of the Lenders, (b) is a “representative” of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (c) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set out in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.



     10.2 Powers. The Agent shall have and may exercise such powers under the
Loan Documents as are specifically delegated to the Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The
Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided
by the Loan Documents to be taken by the Agent.



     10.3 General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.



     10.4 No Responsibility for Loans, Recitals, etc. 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



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(a) any statement, warranty or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the
existence or possible existence of any Default or Unmatured Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith;
(f) the value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of any Borrower or any
guarantor of any of the Obligations or of any of the Borrower’s or any such
guarantor’s respective Subsidiaries. The Agent shall have no duty to disclose
to the Lenders information that is not required to be furnished by any Borrower
to the Agent at such time, but is voluntarily furnished by any Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).




     10.5 Action on Instructions of Lenders. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders. The Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Loan Document unless
it shall first be indemnified to its satisfaction by the Lenders pro rata
against any and all liability, cost and expense that it may incur by reason of
taking or continuing to take any such action.



     10.6 Employment of Agents and Counsel. The Agent may execute any of its
duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the
Lenders and all matters pertaining to the Agent’s duties hereunder and under
any other Loan Document.



     10.7 Reliance on Documents; Counsel. The Agent shall be entitled to rely
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.



     10.8 Agent’s Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to
their Commitments immediately prior to such termination) (a) for any amounts
not reimbursed by the Borrowers for which the Agent is entitled to
reimbursement by the Borrowers under the Loan Documents, (b) for any other
expenses incurred by the Agent on behalf of the Lenders,
in connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents (including, without limitation, for any
expenses incurred by the Agent in connection with any dispute between the Agent
and any Lender or between two or more of the Lenders) and (c) for any
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby
(including, without limitation,



-56-









 




for any such amounts incurred by or asserted
against the Agent in connection with any dispute between the Agent and any
Lender or between two or more of the Lenders), or the enforcement of any of the
terms of the Loan Documents or of any such other documents, provided that (i)
no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct
of the Agent and (ii) any indemnification required pursuant to Section 3.5(g)
shall, notwithstanding the provisions of this Section 10.8, be paid by the
relevant Lender in accordance with the provisions thereof. The obligations of
the Lenders under this Section 10.8 shall survive payment of the Obligations
and termination of this Agreement.




     10.9 Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Unmatured Default hereunder
unless the Agent has received written notice from a Lender or any Borrower
referring to this Agreement describing such Default or Unmatured Default and
stating that such notice is a “notice of default”. In the event that the Agent
receives such a notice, the Agent shall give prompt notice thereof to the
Lenders.



     10.10 Rights as a Lender. In the event the Agent is a Lender, the Agent
shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term “Lender” or
“Lenders” shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent
and its Affiliates may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with any
Borrower or any of their respective Subsidiaries in which any Borrower or such
Subsidiary is not restricted hereby from engaging with any other Person. The
Agent, in its individual capacity, is not obligated to remain a Lender.



     10.11 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Parent and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and
without reliance upon the Agent, the Arranger 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 action under
this Agreement and the other Loan Documents.



     10.12 Successor Agent. The Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrowers, such resignation to be effective upon the
appointment of a successor Agent or, if no successor Agent has been appointed,
forty-five days after the retiring Agent gives notice of its intention to
resign. The Agent may be removed at any time with or without cause by written
notice received by the Agent from the Required Lenders, such removal to be
effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint,
on behalf of the Borrowers and the Lenders, a successor Agent (with the consent
of the Parent which shall not be unreasonably withheld). If no successor Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Agent’s giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of the Borrowers and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of any Borrower or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrowers
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the



-57-









 




appointment. Any such successor Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness of the resignation or
removal of an Agent, the provisions of this Article X shall continue in effect
for the benefit of such Agent in respect of any actions taken or omitted to be
taken by it while it was acting as the Agent hereunder and under the other Loan
Documents. In the event that there is a successor to the Agent by merger, or
the Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean
the prime rate, base rate or other analogous rate of the new Agent.




     10.13 Agent and Arranger Fees. The Parent agrees to pay to the Agent and
the Arranger, for their respective accounts, the fees agreed to by any
Borrower, the Agent and the Arranger pursuant to the Fee Letter, or as
otherwise agreed from time to time.



     10.14 Delegation to Affiliates. Each of the Borrowers and the Lenders
agree that the Agent may delegate any of its duties under this Agreement to any
of its Affiliates. Any such Affiliate (and such Affiliate’s directors,
officers, agents and employees) which performs duties in connection with this
Agreement shall be entitled to the same benefits of the indemnification, waiver
and other protective provisions to which the Agent is entitled under Articles
IX and X.



     10.15 Co-Agents, Documentation Agent, Syndication Agent, etc.. Neither
any of the Lenders identified in this Agreement as a “co-agent” nor any
Documentation Agent or the Syndication Agent shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none
of such Lenders shall have or be deemed to have a fiduciary relationship with
any Lender. Each Lender hereby makes the same acknowledgments with respect to
such Lenders as it makes with respect to the Agent in Section 10.11.



ARTICLE XI




SETOFF; RATABLE PAYMENTS




     11.1 Setoff. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if any Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender
or any Affiliate of any Lender to or for the credit or account of such Borrower
may be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part thereof, shall then be due.



     11.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the
other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or
otherwise, receives collateral or other protection for its Obligations or such
amounts which may be subject to setoff, such Lender agrees, promptly upon
demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Share of



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the Aggregate Outstanding Credit Exposure. In case any such payment
is disturbed by legal process, or otherwise, appropriate further adjustments
shall be made.




     If an amount to be setoff is to be applied to Indebtedness of any Borrower
to a Lender other than Indebtedness comprised of the Outstanding Credit
Exposure of such Lender, such amount shall be applied ratably to such other
Indebtedness and to the Indebtedness comprised of such Outstanding Credit
Exposure.



ARTICLE XII




BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS




     12.1 Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (a) none
of the Borrowers shall have the right to assign its rights or obligations under
the Loan Documents and (b) any assignment by any Lender must be made in
compliance with Section 12.3. The parties to this Agreement acknowledge that
clause (b) of this Section 12.1 relates only to absolute assignments and does
not prohibit assignments creating security interests, including, without
limitation, (i) any pledge or assignment by any Lender of all or any portion of
its rights under this Agreement and any Note to a Federal Reserve Bank or (ii)
in the case of a Lender which is a fund, any pledge or assignment of all or any
portion of its rights under this Agreement and any Note to its trustee in
support of its obligations to its trustee; provided that no such pledge or
assignment creating a security interest shall release the transferor Lender
from its obligations hereunder unless and until the parties thereto have
complied with the provisions of Section 12.3. The Agent may treat the Person
which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section
12.3; provided that the Agent may in its discretion (but shall not be
required to) follow instructions from the Person which made any Loan or which
holds any Note to direct payments relating to such Loan or Note to another
Person. Any assignee of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of
the Loan Documents. Any request, authority or consent of any Person, who at
the time of making such request or giving such authority or consent is the
owner of the rights to any Loan (whether or not a Note has been issued in
evidence thereof), shall be conclusive and binding on any subsequent holder or
assignee of the rights to such Loan.



     12.2 Participations.



          12.2.1 Permitted Participants; Effect. Any Lender may, in the
ordinary course of its business and in accordance with applicable law, at
any time sell to one or more banks or other entities (“Participants”)
participating interests in any Outstanding Credit Exposure of such
Lender, any Note held by such Lender, any Commitment of such Lender or
any other interest of such Lender under the Loan Documents. In the event
of any such sale by a Lender of participating interests to a Participant,
such Lender’s obligations under the Loan Documents shall remain
unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall
remain the owner of its Outstanding Credit Exposure and the holder of any
Note issued to it in evidence thereof for all purposes under the Loan
Documents, all amounts payable by the Borrowers under this Agreement
shall be determined as if such Lender had not sold such participating
interests, and the Borrowers and the Agent shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and
obligations under the Loan Documents.



-59-









 





          12.2.2 Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of the Loan Documents other than
any amendment, modification or waiver with respect to any Credit
Extension or Commitment in which such Participant has an interest which
would require consent of all of the Lenders pursuant to the terms of
Section 8.2 or of any other Loan Document.



          12.2.3 Benefit of Setoff. Each Borrower agrees that each
Participant shall be deemed to have the right of setoff provided in
Section 11.1 in respect of its participating interest in amounts owing
under the Loan Documents to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under the
Loan Documents, provided that each Lender shall retain the right of
setoff provided in Section 11.1 with respect to the amount of
participating interests sold to each Participant. The Lenders agree to
share with each Participant, and each Participant, by exercising the
right of setoff provided in Section 11.1, agrees to share with each
Lender, any amount received pursuant to the exercise of its right of
setoff, such amounts to be shared in accordance with Section 11.2 as if
each Participant were a Lender.



     12.3 Assignments.



          12.3.1 Permitted Assignments. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time
assign to one or more Eligible Assignees all or any part of its rights
and obligations under the Loan Documents. Such assignment shall be
substantially in the form of Exhibit C or in such other form as may be
agreed to by the parties thereto. The consent of the Parent and the
Agent and the LC Issuers shall be required prior to an assignment
becoming effective with respect to an Eligible Assignee
which is not a Lender or an Affiliate thereof; provided that if a Default
has occurred and is continuing, the consent of the Parent shall not be
required. Such consent shall not be unreasonably withheld or delayed.
Each such assignment with respect to an Eligible Assignee which is not a
Lender or an Affiliate thereof shall (unless each of the Parent and the
Agent otherwise consent) be in an amount not less than the lesser of (a)
$5,000,000 or (b) the remaining amount of the assigning Lender’s
Commitment (calculated as at the date of such assignment) or outstanding
Loans (if the applicable Commitment has been terminated).



          12.3.2 Effect; Effective Date. Upon (a) delivery to the Agent of an
assignment, together with any consents required by Section 12.3.1, and
(b) payment of a $4,000 fee to the Agent for processing such assignment
(unless such fee is waived by the Agent), such assignment shall become
effective on the effective date specified in such assignment. The
assignment shall contain a representation by the assignee to the effect
that none of the consideration used to make the purchase of the
Commitment and Outstanding Credit Exposure under the applicable
assignment agreement constitutes “plan assets” as defined under ERISA and
that the rights and interests of the assignee in and under the Loan
Documents will not be “plan assets” under ERISA. On and after the
effective date of such assignment, such assignee shall for all purposes
be a Lender party to this Agreement and any other Loan Document executed
by or on behalf of the Lenders and shall have all the rights and
obligations of a Lender under the Loan Documents, to the same extent as
if it were an original party hereto, and no further consent or action by
the Borrower, the Lenders or the Agent shall be required to release the
transferor Lender with respect to the percentage of the Aggregate
Commitment and Outstanding Credit Exposure assigned to such assignee.
Upon the consummation of any assignment pursuant to this Section 12.3.2,
the transferor Lender, the Agent and any Borrower shall, if the
transferor Lender or the assignee desires that its Loans be evidenced by
Notes, make appropriate arrangements so that new Notes or, as
appropriate, replacement Notes are issued to such transferor Lender and
new Notes or, as



-60-









 




appropriate, replacement Notes, are issued to such
assignee, in each case in principal amounts reflecting their respective
Commitments, as adjusted pursuant to such assignment.




     12.4 Dissemination of Information. Each Borrower authorizes each Lender
to disclose to any Participant or Eligible Assignee or any other Person
acquiring an interest in the Loan Documents by operation of law (each a
"Transferee”) and any prospective Transferee any and all information in such
Lender’s possession concerning the creditworthiness of the Parent and its
Subsidiaries, including without limitation any information contained in any
Reports; provided that each Transferee and prospective Transferee agrees to be
bound by Section 9.11 of this Agreement.



     12.5 Tax Treatment. If any interest in any Loan Document is transferred
to any Transferee which is organized under the laws of any jurisdiction other
than the United States or any State thereof, the transferor Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to
comply with the provisions of Section 3.5(d).



ARTICLE XIII




NOTICES




     13.1 Notices. Except as otherwise permitted by Section 2.17 with respect to borrowing
notices, all notices, requests and other communications to any party hereunder
shall be in writing (including electronic transmission, facsimile transmission
or similar writing) and shall be given to such party: in the case of any
Borrower or the Agent, at its address or facsimile number set out on the
signature pages hereof, in the case of any Lender, at its address or facsimile
number set out in its administrative questionnaire or in the case of any party,
at such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the Agent and any Borrower in accordance with the
provisions of this Section 13.1. Each such notice, request or other
communication shall be effective (a) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (b) if given by mail, 72 hours after such communication
is deposited in the mails with first class postage prepaid, addressed as
aforesaid, or (c) if given by any other means, when delivered (or, in the case
of electronic transmission, received) at the address specified in this Section;
provided that notices to the Agent under Article II shall not be effective
until received.



     13.2 Change of Address. Any Borrower, the Agent and any Lender may each
change the address for service of notice upon it by a notice in writing to the
other parties hereto.



ARTICLE XIV




COUNTERPARTS




     This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto
may execute this Agreement by signing any such counterpart. This Agreement
shall be effective when it has been executed by the Borrowers, the Agent, the
LC Issuers, and the Lenders and each party has notified the Agent by facsimile
transmission or telephone that it has taken such action.



-61-









 





ARTICLE XV




CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL




     15.1 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.



     15.2 CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS STATE
COURT SITTING IN HOUSTON, TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN
SHALL LIMIT THE RIGHT OF THE AGENT, ANY LC ISSUER, OR ANY LENDER TO BRING
PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE AGENT, ANY LC ISSUER, OR ANY
LENDER OR ANY AFFILIATE OF THE AGENT, ANY LC ISSUER, OR ANY LENDER INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN HOUSTON,
TEXAS.



     15.3 WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT, EACH LC ISSUER, AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



[Signatures appear on the following pages.]





-62-









 





     IN WITNESS WHEREOF, the Borrowers, the Lenders, the LC Issuer, and the
Agent have executed this Agreement as of the date first above written.



	 	 	 	 	 
	

	 	COOPER CAMERON CORPORATION
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Michael C. Jennings

Vice President & Treasurer
	

	 	 	 	 
	

	 	Address:


Attention:


Telephone:

Telecopy:
	 	1333 West Loop South, Suite 1700

Houston, Texas 77027
Michael C. Jennings


Vice President & Treasurer

(713) 513-3336

(713) 513-3355
	

	 	 	 	 
	

	 	
COOPER CAMERON (U.K.) LIMITED

CAMERON GMBH

COOPER CAMERON (SINGAPORE) PTE. LTD.

COOPER CAMERON CANADA CORP.

COOPER CAMERON (LUXEMBOURG) SARL
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Michael C. Jennings

Attorney-in-fact
	

	 	
	 	
	

	 	Address:


Attention:


Telephone:

Telecopy:
	 	1333 West Loop South, Suite 1700

Houston, Texas 770027

Michael C. Jennings

Vice President & Treasurer

(713) 513-3336

(713) 513-3355







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment

$25,000,000

	 	BANK ONE, NA,

individually, as Agent, and as LC Issuer
	

	 	 	 	 
	US Swing Line Commitment

	 	By:	 	 
	
	 	 	 	
 
	$15,000,000

	 	Name:
	 	 
	
	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:



Attention:

Telephone:

Telecopy:
	 	910 Travis Street, 5th Floor

Mail Code TX2-4340

Houston, Texas 77002

Helen Carr

(713) 751-6817

(713) 751-6825





Signature Page to the Credit Agreement




 









 






	 	 	 	 	 
	Canadian Swing Line Election

$10,000,000

	 	BANK ONE, NA, CANADA BRANCH,

as Canadian Swing Line Lender
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:


Attention:

Telephone:

Telecopy:
	 	161 Bay Street, Suite 4240

Toronto, Canada

Lehong Zhang

(416) 365-5259

(416) 363-7574







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment

$23,000,000

	 	CREDIT LYONNAIS NEW YORK BRANCH,

individually and as Syndication Agent
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:


Attention:

Telephone:

Telecopy:
	 	1301 Travis Street, Suite 2100

Houston, Texas 77002

David Gurghigian

(713) 890-8610

(713) 890-8668







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment

$23,000,000

	 	ABN AMRO BANK N.V.,

individually and as Documentation Agent
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:


Attention:

Telephone:

Telecopy:
	 	208 South LaSalle Street, Suite 1500

Chicago, Illinois 60604-1003

Credit Administration

(312) 992-5110

(312) 992-5111

	

	 	 	 	 
	

	 	With a copy to:
	

	 	 	 	 
	

	 	ABN AMRO Bank N.V.

4400 Post Oak Parkway, Suite 1500

Houston, Texas 77027

Attention: Quandra Kelley

Telephone: (832) 681-7137

Telecopy: (832) 681-7141







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment

$23,000,000

	 	CITIBANK, N.A.,

individually and as Documentation Agent
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:	 	 
	

	 	 	 	
 
	

		 		
	

	 	 	 	
 
	

	 	Attention:	 	 
	

	 	 	 	
 
	

	 	Telephone:	 	 
	

	 	 	 	
 
	

	 	Telecopy:	 	 
	

	 	 	 	
 







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment

$23,000,000

	 	THE ROYAL BANK OF SCOTLAND plc,

individually and as Documentation Agent
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:


Attention:

Telephone:

Telecopy:
	 	101 Park Avenue, 12th Floor

New York, New York 10178

Sheila Shaw, Vice President

(212) 401-1406

(212) 401-1494







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment

$23,000,000

	 	 	 	UBS LOAN FINANCE, LLC
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:	 	 
	

	 	 	 	
 
	

	 	 	 	
 
	

	 	 	 	
 
	

	 	Attention:	 	 
	

	 	 	 	
 
	

	 	Telephone:	 	 
	

	 	 	 	
 
	

	 	Telecopy:	 	 
	

	 	 	 	
 







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment

$15,000,000

	 	THE BANK OF TOKYO-MITSUBISHI, LTD.
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:


Attention:

Telephone:

Telecopy:
	 	1100 Louisiana Street, Suite 2800

Houston, Texas 77002

Bryan E. Hulshof, Banking Officer

(713) 655-3418

(713) 658-0116







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment

$15,000,000

	 	DEN NORSKE BANK ASA
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:


Attention:

Telephone:

Telecopy:
	 	200 Park Avenue, 31st Floor

New York, New York 10166-0396

Nils Fykse

(212) 681-3872

(212) 681-3900







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment

$15,000,000

	 	SOUTHWEST BANK OF TEXAS, N.A.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:


Attention:

Telephone:

Telecopy:
	 	4400 Post Oak Parkway, POP 404

Houston, Texas 77027

Carmen Dunmire

(713) 888-4610

(713) 693-7475







Signature Page to the Credit Agreement




 









 





	 	 	 	 	 
	Commitment
$15,000,000

	 	SUNTRUST BANK
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 
	

	 	Address:


Attention:

Telephone:

Telecopy:
	 	303 Peachtree Street, 10th Floor

Atlanta, Georgia 30308

David Edge

(404) 827-6735

(404) 827-6270







Signature Page to the Credit Agreement




 









 





PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin
	 	Level I Status
	 	Level II Status
	 	Level III Status
	 	Level IV Status
	 	Level V Status
	 	Level VI Status

	Eurocurrency Rate
	 	29.0 bps	 	40.0 bps	 	50.0 bps	 	72.5 bps	 	92.5 bps	 	125.0 bps
	LC Fee — Financial
LC’s
	 	29.0 bps	 	40.0 bps	 	50.0 bps	 	72.5 bps	 	92.5 bps	 	125.0 bps
	LC Fee —
Performance LC’s
	 	14.5 bps	 	20.0 bps	 	25.0 bps	 	36.5 bps	 	46.5 bps	 	62.5 bps
	LC Fee —
Documentary LC’s
	 	 7.5 bps	 	10.0 bps	 	12.5 bps	 	18.5 bps	 	23.5 bps	 	31.5 bps







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Fee Rate
	 	Level I Status
	 	Level II Status
	 	Level III Status
	 	Level IV Status
	 	Level V Status
	 	Level VI Status

	Facility Fee
	 	8.5 bps	 	10.0 bps	 	12.5 bps	 	15.0 bps	 	20.0 bps	 	25.0 bps
	Usage Fee
	 	12.5 bps	 	12.5 bps	 	12.5 bps	 	12.5 bps	 	12.5 bps	 	25.0 bps







     For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:



     "Level I Status” exists at any date if, on such date, the Parent’s Moody’s
Rating is A2 or better or the Parent’s S&P Rating is A or better.



     "Level II Status” exists at any date if, on such date, (a) the Parent has
not qualified for Level I Status and (ii) the Parent’s Moody’s Rating is A3 or
better or the Parent’s S&P Rating is A- or better.



     "Level III Status” exists at any date if, on such date, (a) the Parent has
not qualified for Level I Status or Level II Status and (ii) the Parent’s
Moody’s Rating is Baa1 or better or the Parent’s S&P Rating is BBB+ or better.



     "Level IV Status” exists at any date if, on such date, (a) the Parent has
not qualified for Level I Status, Level II Status or Level III Status and (ii)
the Parent’s Moody’s Rating is Baa2 or better or the Parent’s S&P Rating is BBB
or better.



     "Level V Status” exists at any date if, on such date, (a) the Parent has
not qualified for Level I Status, Level II Status, Level III Status or Level IV
Status and (ii) the Parent’s Moody’s Rating is Baa3 or better or the Parent’s
S&P Rating is BBB- or better.



     "Level VI Status” exists at any date if, on such date, the Parent has not
qualified for Level I Status, Level II Status, Level III Status, Level IV
Status or Level V Status.



Pricing Schedule — 1




 









 





     “Moody’s Rating” means, at any time, the rating issued by Moody’s and then
in effect with respect to the Parent’s senior unsecured long-term debt
securities without third-party credit enhancement.



     “S&P Rating” means, at any time, the rating issued by S&P and then in
effect with respect to the Parent’s senior unsecured long-term debt securities
without third-party credit enhancement.



     “Status” means either Level I Status, Level II Status, Level III Status,
Level IV Status, Level V Status or Level VI Status.



     The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower’s Status as
determined by the then-current Moody’s and S&P Ratings. The credit rating in
effect on any date for the purposes of this Schedule is that in effect at the
close of business on such date. If at any time the Parent has no Moody’s
Rating or no S&P Rating, Level IV Status shall exist. If the credit ratings
from Moody’s and S&P fall within different categories, the Applicable Margin
and Applicable Fee Rate shall be based on the higher of the two ratings unless
the lower rating is two or more levels below the higher rating, in which case
the rating which is one level above the lower rating will apply.



Pricing Schedule - 2




 









 





EXHIBIT A-1

FORM OF IN-HOUSE COUNSEL OPINION




See Attached





EXHIBIT A-1-1




 









 








EXHIBIT A-2

FORM OF OUTSIDE COUNSEL OPINION




See Attached




 



EXHIBIT A-2-1







 








EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE





		
	To: 	The Lenders parties to the

Credit Agreement Described Below





     This Compliance Certificate is furnished pursuant to that certain Credit
Agreement dated as of December 12, 2003, (as amended, modified, renewed or
extended from time to time, the “Agreement”) among Cooper Cameron Corporation
(the “Parent”), Cooper Cameron (U.K.) Limited, Cameron GmbH, Cooper Cameron
(Singapore) Pte. Ltd., Cooper Cameron Canada Corp., Cooper Cameron (Luxembourg)
SARL, the lenders party thereto and Bank One, NA, as Agent for the Lenders and
as LC Issuer. Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I
am the duly elected
         of the Parent;



     2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Parent and its Subsidiaries during the accounting period
covered by the attached financial statements;



     3. The examinations described in Section 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes a
Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set out below; and



     4. Schedule I attached hereto sets forth financial data and computations
evidencing the Parent’s compliance with certain covenants of the Agreement, all
of which data and computations are true, complete and correct.



     5. Schedule II hereto sets forth the determination of the interest rates
to be paid for Advances, the LC Fee rates, and the commitment fee rates
commencing on the fifth day following the delivery hereof.



     6. Schedule III attached hereto sets forth the various reports and
deliveries which are required at this time under the Credit Agreement and the
other Loan Documents and the status of compliance.



     Described below are the exceptions, if any, to Section 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which any Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:
 

     



     


     


     


     



 




EXHIBIT B-1







 





     7. The [quarterly] [annual] financial statements required to be furnished
by Parent under Section 6.1[(a)][(b)] of the Agreement are available on-line
through EDGAR.



     The foregoing certifications, together with the computations set out in
Schedule I [and Schedule II] hereto and the financial statements delivered with
this Certificate in support hereof, are made and delivered this day of
                   , 200     .



 




EXHIBIT B-2







 





SCHEDULE I TO COMPLIANCE CERTIFICATE




Compliance as of                    , 200      with

Provisions of Sections 6.20.1 and 6.20.2 of the Agreement




 




EXHIBIT B-3







 





SCHEDULE II TO COMPLIANCE CERTIFICATE




Borrower’s Applicable Margin Calculation




 



EXHIBIT B-4







 





SCHEDULE III TO COMPLIANCE CERTIFICATE




Reports and Deliveries Currently Due




 




EXHIBIT B-5







 





EXHIBIT C

form of ASSIGNMENT AGREEMENT




     This Assignment Agreement (this “Assignment Agreement”) between
                   (the “Assignor”) and                     (the
“Assignee”) is dated as of                    , 200     . The parties hereto agree as
follows:



     1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time
is herein called the “Credit Agreement”) described in Item 1 of Schedule 1
attached hereto (“Schedule 1”). Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement.



     2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor’s rights and obligations under the Credit
Agreement and the other Loan Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this Assignment
Agreement the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other
Loan Documents relating to the facilities listed in Item 3 of Schedule 1. The
aggregate Commitment (or Outstanding Credit Exposure, if the applicable
Commitment has been terminated) purchased by the Assignee hereunder is set out
in Item 4 of Schedule 1.



     3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
“Effective Date”) shall be the later of the date specified in Item 5 of
Schedule 1 or two (2) Business Days (or such shorter period agreed to by the
Agent) after this Assignment Agreement, together with any consents required
under the Credit Agreement, are delivered to the Agent. In no event will the
Effective Date occur if the payments required to be made by the Assignee to the
Assignor on the Effective Date are not made on the proposed Effective Date.



     4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor, on
the Effective Date, the amount agreed to by the Assignor and the Assignee. On
and after the Effective Date, the Assignee shall be entitled to receive from
the Agent all payments of principal, interest, Reimbursement Obligations, and
fees with respect to the interest assigned hereby. The Assignee will promptly
remit to the Assignor any interest on Loans and fees received from the Agent
which relate to the portion of the Commitment or Outstanding Credit Exposure
assigned to the Assignee hereunder for periods prior to the Effective Date and
not previously paid by the Assignee to the Assignor. In the event that either
party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.



     5. RECORDATION FEE. The Assignor and Assignee each agree to pay one-half
of the recordation fee required to be paid to the Agent in connection with this
Assignment Agreement unless otherwise specified in Item 6 of Schedule 1.



     6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S
LIABILITY. The Assignor represents and warrants that (a) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor
is duly authorized. It is understood and agreed that the assignment and
assumption hereunder are made without recourse to the Assignor and that the
Assignor makes no other representation or warranty of any kind to



 




EXHIBIT C-1







 




the Assignee. Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (a) the due execution,
legality, validity, enforceability, genuineness, sufficiency or collectability
of any Loan Document, including without limitation, documents granting the
Assignor and the other Lenders a security interest in assets of any Borrower or
any guarantor, (ii) any representation, warranty or statement made in or in
connection with any of the Loan Documents, (iii) the financial condition or
creditworthiness of any Borrower or any guarantor, (iv) the performance of or
compliance with any of the terms or provisions of any of the Loan Documents,
(v) inspecting any of the property, books or records of any Borrower, (vi) the
validity, enforceability, perfection, priority, condition, value or sufficiency
of any collateral securing or purporting to secure the Loans or (vii) any
mistake, error of judgment, or action taken or omitted to be taken in
connection with the Loans or the Loan Documents.




     7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (a)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is
duly authorized, (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender, (vi) agrees that its payment instructions and
notice instructions are as set out in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are “plan assets” as defined
under ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be “plan assets” under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and expenses (including,
without limitation, reasonable attorneys’ fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee’s
non-performance of the obligations assumed under this Assignment Agreement, and
(ix) if applicable, attaches the forms prescribed by the Internal Revenue
Service of the United States certifying that the Assignee is entitled to
receive payments under the Loan Documents without deduction or withholding of
any United States federal income taxes.



     8. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Texas.



     9. NOTICES. Notices shall be given under this Assignment Agreement in the
manner set out in the Credit Agreement. For the purpose hereof, the addresses
of the parties hereto (until notice of a change is delivered) shall be the
address set out in the attachment to Schedule 1.



     10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may be
executed in counterparts. Transmission by facsimile of an executed counterpart
of this Assignment Agreement shall be deemed to constitute due and sufficient
delivery of such counterpart and such facsimile shall be deemed to be an
original counterpart of this Assignment Agreement.



     IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have executed this Assignment Agreement by executing Schedule 1 hereto as of
the date first above written.



 



EXHIBIT C-2







 





SCHEDULE 1




to Assignment Agreement




	 	 	 	 	 	 	 
	1.	 	Description and Date of Credit Agreement:	 	 
	 
	 	 	 	 	 	 
	 	 	Credit Agreement dated as of                    , 2003, is among Cooper Cameron
Corporation, a Delaware corporation, the other Borrowers named therein,
the Lenders and Bank One, NA, a national banking association having its
principal office in Chicago, Illinois, as Agent.
	 
	 	 	 	 	 	 
	2.	 	Date of Assignment Agreement:	 	                               , 200     
	 
	 	 	 	 	 	 
	3.	 	Amounts (as of date of item 2 above):	 	 
	 
	 	 	 	 	 	 
	

	 	a.
	 	Assignee’s percentage of
Commitment (or Outstanding Credit
Exposure with respect to terminated
Commitments) purchased under the
Assignment Agreement*
	 	                    %
	 
	 	 	 	 	 	 
	

	 	b.
	 	Amount of Commitment (or
Outstanding Credit Exposure with
respect to terminated Commitments)
purchased under the Assignment
Agreement**
	 	$                    
	 
	 	 	 	 	 	 
	4.	 	Assignee’s Commitment (or Outstanding Credit Exposure with respect to terminated
Commitments) purchased hereunder:	 	$                    
	 
	 	 	 	 	 	 
	5.	 	Proposed Effective Date:	 	                               , 200     
	 
	 	 	 	 	 	 
	6.	 	Non-standard Recordation Fee Arrangement	 	N/A**

[Assignor/Assignee to pay

100% of fee]

[Fee waived by Agent]







Exhibit C-3






 



Accepted and Agreed:




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

	 	 	 	By:	 	 
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	

	 	

	 	 	 	

	 	 	 
	ACCEPTED AND CONSENTED TO BY	 	ACCEPTED AND CONSENTED TO BY
	COOPER CAMERON CORPORATION***	 	BANK ONE, NA
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	

	 	

	 	 	 	









	 	 	 
	 
	*	Percentage taken to 10 decimal places
	 
	**	If fee is split 50-50, pick N/A as option
	 
	***	Delete if not required by Credit Agreement






Exhibit C-4








 





Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT



ADMINISTRATIVE INFORMATION SHEET




Attach Assignor’s
Administrative Information Sheet, which must




include notice addresses for the Assignor and the Assignee




(Sample form shown below)




	 	 	 	 	 	 	 
	ASSIGNOR INFORMATION
	Contact:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Telephone No.:	 
	

	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 
	Fax No.:

	 	 	 	Telex No.:	 	 
	

	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 
	

	 	 	 	Answerback:	 	 
	

	 	 	 	 	 	
 
	Payment
Information:
	 	 	 	 
	Name & ABA # of
Destination
Bank:
	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	
 
	Account
Name &
Number
for Wire
Transfer:
	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	
 
	Other
Instructions:

	 	 	 	 
	

	 	
 
	

	 	
 
	
 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	
 
	Address for
Notices
for Assignor:
	 	 	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	ASSIGNEE INFORMATION
	 
	 	 	 	 	 	 
	Credit
Contact
	 	 	 	 
	Contact:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Telephone No.:	 
	

	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 
	Fax No.:

	 	 	 	Telex No.:	 	 
	

	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 
	

	 	 	 	Answerback:	 	 
	

	 	 	 	 	 	
 








Exhibit C-5










 





Key Operations Contacts:




	 	 	 	 	 	 	 	 	 
	Booking Installation:

	 	 	 	 	 	Booking Installation:	 	 
	

	 	
 
	 	 	 	 	 	
 







	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	

	 	
 
	 	 	 	 	 	
 







	 	 	 	 	 	 	 	 	 
	Telephone No.:

	 	 	 	 	 	Telephone No.:	 	 
	

	 	
 
	 	 	 	 	 	
 







	 	 	 	 	 	 	 	 	 
	Fax No.:

	 	 	 	 	 	Fax No.:	 	 
	

	 	
 
	 	 	 	 	 	
 







	 	 	 	 	 	 	 	 	 
	Telex No.:

	 	 	 	 	 	Telex No.:	 	 
	

	 	
 
	 	 	 	 	 	
 







	 	 	 	 	 	 	 	 	 
	Answerback:

	 	 	 	 	 	Answerback:	 	 
	

	 	
 
	 	 	 	 	 	
 










	 	 	 
	Payment Information:
	 	 
	 
	Name & ABA # of Destination Bank:
	 	 
	

	 	
 
	 
	 	 
	

	 	
 
	 
	 	 
	Account Name & Number for Wire Transfer:
	 	 
	

	 	
 
	 
	 	 
	

	 	
 





	 	 	 
	Other Instructions:
	
 
	
 








	 	 	 
	Address for Notices for Assignor:
	 	 
	

	 	
 
	 
	 	 
	

	 	
 
	 
	 	 
	

	 	
 


















 





BANK ONE INFORMATION




Assignee will be called promptly upon receipt of the signed agreement.




	 	 	 	 	 	 	 	 	 	 	 
	Initial Funding Contact:	 	 	 	 	 	Subsequent Operations Contact:
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	 	 	Name:	 	 
	 	 	
	 	 	 	

	 
	 	 	 	 	 	 	 	 	 	 
	Telephone No.:	 	 	 	 	 	 	 	Telephone No.:
	 	 	
	 	 	 	

	 
	 	 	 	 	 	 	 	 	 	 
	Fax No.:	 	 	 	 	 	 	 	Fax No.:
	 	 	
	 	 	 	

	 
	 	 	 	 	 	 	 	 	 	 
	Initial Funding Standards:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Libor — Fund 2 days after rates are set	 	.	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Bank One Wire Instructions: Bank One, NA, ABA #071000013	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	LS2 Incoming Account #481152860000	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Ref:	 	 	 	 
	 	 	 	
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address for Notices for Bank One: Bank One Plaza, Chicago, IL 60670

	 	 	Attn: Agency Compliance Division, Suite IL1-0353
	 	 	Fax No. (312) 732-2038 or (312) 732-4339


















 



EXHIBIT D




FORM OF LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION




To Bank One, NA,

as Agent (the “Agent”) under the Credit Agreement

Described Below.




		
	Re: 	Credit Agreement dated December 12, 2003 (as the
same may be amended or modified, the “Credit
Agreement”), among Cooper Cameron Corporation,
the Lenders named therein, the LC Issuer, and
the Agent. Capitalized terms used herein and
not otherwise defined herein shall have the
meanings assigned thereto in the Credit
Agreement.





              The Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Agent of a specific written revocation of such instructions by any Borrower,
provided that the Agent may otherwise transfer funds as hereafter directed in
writing by any Borrower in accordance with Section 13.1 of the Credit Agreement
or based on any telephonic notice made in accordance with Section 2.14 of the
Credit Agreement.


		
	Facility Identification Number(s) 

	 



	  	 

	Customer/Account Name 

	 




	  	 

	Transfer Funds To 

	 




	  	 

	For Account No.

	 



	  	 

	Reference/Attention To

	 









	 	 	 	 	 
	Authorized Officer (Customer Representative)

	 	Date
	 	 
	 	 	 	 	

	 	 	 	 	 
	
 

	 	 	 	
 
	(Please Print)

	 	 	 	Signature
	 	 	 	 	 
	Bank Officer Name

	 	Date	 
	 	 	 	 	

	 	 	 	 	 
	
 

	 	 	 	
 
	(Please Print)

	 	 	 	Signature







(Deliver Completed Form to Credit Support Staff For Immediate Processing)



Exhibit D-1








 





EXHIBIT E




FORM OF NOTE




[Date]



     [Cooper Cameron Corporation, a Delaware corporation] (the “Borrower”),
promises to pay to the order of                         (the
“Lender”) the aggregate unpaid principal amount of all Loans made by the Lender
to any Borrower pursuant to Article II of the Agreement (as hereinafter
defined), in immediately available funds at the main office of Bank One, NA in
Chicago, Illinois, as Agent, together with interest on the unpaid principal
amount hereof at the rates and on the dates set out in the Agreement. The
Borrower shall pay the principal of and accrued and unpaid interest on the
Loans in full on the Facility Termination Date.



     The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.



     This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Credit Agreement dated as of December 12, 2003 (which, as it
may be amended or modified and in effect from time to time, is herein called
the “Agreement”), among the Borrower, the lenders party thereto, including the
Lender, and Bank One, NA, As Agent, to which Agreement reference is hereby made
for a statement of the terms and conditions governing this Note, including the
terms and conditions under which this Note may be prepaid or its maturity date
accelerated. This Note is guaranteed pursuant to the Guaranty, all as more
specifically described in the Agreement, and reference is made thereto for a
statement of the terms and provisions thereof. Capitalized terms used herein
and not otherwise defined herein are used with the meanings attributed to them
in the Agreement.





	 	 	 	 	 
	
	 	[COOPER CAMERON CORPORATION]
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	
 
	

	 	 	 	 
	
	 	Print Name:	 	 
	
	 	 	 	
 
	
	 	Title:	 	 
	
	 	 	 	
 
	
	 	 	 	













     



Exhibit E-1



 









 





SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Principal	 	 	Maturity	 	 	Principal	 	 	 	 
	 	 	 	 	Amount of	 	 	of Interest	 	 	Amount	 	 	Unpaid	 
	Date
	 	Loan
	 	 	Period
	 	 	Paid
	 	 	Balance
	 
	
	 	 	 	 
	
	 	 	 	 





Exhibit E-2



 









 






EXHIBIT F

FORM OF JOINDER AGREEMENT



     Reference is made to the Credit Agreement dated as of December 12, 2003
(as amended, modified, or supplemented from time-to-time, the “Credit
Agreement”) among Cooper Cameron Corporation, a Delaware corporation (the
“Parent”), the other borrowers named therein (together with the Parent, the
“Borrowers”), the lenders party thereto (the “Lenders”), and Bank One, NA, as
agent for the Lenders (the “Agent”) and as LC Issuer. Capitalized terms used
herein but not defined herein shall have the meanings specified by the Credit
Agreement.                   , a              corporation (the
“Borrowing Subsidiary”), hereby agrees with the Agent, the Lenders and the
Borrowers as follows:



     In accordance with Section 2.24 of the Credit Agreement, the Borrowing
Subsidiary hereby (a) joins the Credit Agreement as a party thereto and shall
have all the rights of a Borrower and assumes all the obligations of a Borrower
under the Credit Agreement and the other Loan Documents to which the other
Borrowing Subsidiaries are a party, (b) agrees to be bound by the provisions of
the Credit Agreement or such other Loan Documents as if the Borrowing
Subsidiary had been an original party to the Credit Agreement or such other
Loan Documents, and (c) confirms that, after joining the Credit Agreement and
the other Loan Documents as set forth above, the representations and warranties
set forth in the Credit Agreement and the other Loan Documents with respect to
the Borrowing Subsidiary are true and correct in all material respects as of
the date of this Joinder Agreement and that no Default or Unmatured Default has
occurred and is continuing.



     The Borrowing Subsidiary shall cooperate with the Agent and the Lenders
and execute such further instruments and documents as the Agent or the Lenders
shall reasonably request to effect, to the reasonable satisfaction of the Agent
and the Lenders, the purposes of this Joinder Agreement.



     THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




     IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as of
the       day of      , 20     .

	 	 	 	 	 
	 	[BORROWING SUBSIDIARY]

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 





Exhibit F-1









 





SCHEDULE 1




SUBSIDIARIES




(SEE SECTION 5.7)




[See attached.]




Schedule 1-1









 





SCHEDULE 2




LIENS




(SEE SECTION 6.15)




Schedule 2-1









 





SCHEDULE 3




EUROCURRENCY PAYMENT OFFICES OF THE AGENT




All Currencies:







		
	
BANK ONE, NA

Bank One Plaza

Suite IL1-0010

Chicago, Illinois 60670

	ABA No.: 	071000013
	Account No.: 	4811 5286 0000

LS2 Incoming Account
	Reference: 	Cooper Cameron
	Attn: 	Ken Fecko