5 Year Revolving Credit Agreement



  
 Exhibit 4.5 
  
 
 
 5-YEAR REVOLVING CREDIT AGREEMENT 
  

Dated as of August 19, 2002 
  
 among

  
 DELUXE CORPORATION, 
  
 BANK ONE, NA, 
 as Administrative Agent, 
  
 THE BANK OF NEW YORK, 
 as Syndication Agent 
  
 WACHOVIA BANK, NATIONAL ASSOCIATION, 
 as
Documentation Agent 
  
 and 
  
 THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO 
  
 arranged by

  
 BANC ONE CAPITAL MARKETS, INC., 
 and 
 BNY CAPITAL MARKETS, INC., 
 as
Co-Lead Arrangers and Joint Book Runners 
  
 







 TABLE OF CONTENTS 
  
  
 
	 Section
 
	  	 Page
 

	 ARTICLE I DEFINITIONS
 	  	 1
 
	 
	  	  	 1.01
 	  	 Certain Defined Terms
 	  	 1
 
	 
	  	  	 1.02
 	  	 Other Interpretive Provisions
 	  	 14
 
	 
	  	  	 1.03
 	  	 Accounting Principles
 	  	 15
 
	 
	 ARTICLE II THE CREDITS
 	  	 15
 
	 
	  	  	 2.01
 	  	 The Revolving Credit
 	  	 15
 
	 
	  	  	 2.02
 	  	 Loan Accounts; Bid Loan Notes
 	  	 16
 
	 
	  	  	 2.03
 	  	 Procedure for Committed Borrowing
 	  	 16
 
	 
	  	  	 2.04
 	  	 Conversion and Continuation Elections for Committed Borrowings
 	  	 17
 
	 
	  	  	 2.05
 	  	 Bid Borrowings
 	  	 18
 
	 
	  	  	 2.06
 	  	 Procedure for Bid Borrowings
 	  	 18
 
	 
	  	  	 2.07
 	  	 Voluntary Termination or Reduction of Commitments; Increase of Commitments
 	  	 22
 
	 
	  	  	 2.08
 	  	 Optional Prepayments
 	  	 22
 
	 
	  	  	 2.09
 	  	 Extension of Revolving Termination Date
 	  	 23
 
	 
	  	  	 2.10
 	  	 Repayment
 	  	 23
 
	 
	  	  	 2.11
 	  	 Interest
 	  	 23
 
	 
	  	  	 2.12
 	  	 Fees
 	  	 24
 
	 
	  	  	 2.13
 	  	 Computation of Fees and Interest
 	  	 25
 
	 
	  	  	 2.14
 	  	 Payments by the Company
 	  	 25
 
	 
	  	  	 2.15
 	  	 Payments by the Banks to the Agent
 	  	 26
 
	 
	  	  	 2.16
 	  	 Sharing of Payments, Etc
 	  	 27
 
	 
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
 	  	 31
 
	 
	  	  	 3.01
 	  	 Taxes
 	  	 31
 
	 
	  	  	 3.02
 	  	 Illegality
 	  	 34
 
	 
	  	  	 3.03
 	  	 Increased Costs and Reduction of Return
 	  	 35
 
	 
	  	  	 3.04
 	  	 Funding Losses
 	  	 35
 
	 
	  	  	 3.05
 	  	 Inability to Determine Rates
 	  	 36
 
	 
	  	  	 3.06
 	  	 Reserves on Offshore Rate Committed Loans
 	  	 36
 
	 
	  	  	 3.07
 	  	 Certificates of Banks
 	  	 37
 
	 
	  	  	 3.08
 	  	 Substitution of Banks
 	  	 37
 
	 
	  	  	 3.09
 	  	 Survival
 	  	 37
 
	 
	 ARTICLE IV CONDITIONS PRECEDENT
 	  	 37
 
	 
	  	  	 4.01
 	  	 Conditions of Initial Loans
 	  	 37
 
	 
	  	  	 4.02
 	  	 Conditions to All Borrowings
 	  	 39
 
	 
	 ARTICLE V REPRESENTATIONS AND WARRANTIES
 	  	 39
 
	 
	  	  	 5.01
 	  	 Corporate Existence and Power
 	  	 39
 
	 
	  	  	 5.02
 	  	 Corporate Authorization; No Contravention
 	  	 40
 
	 
	  	  	 5.03
 	  	 Governmental Authorization
 	  	 40
 
	 
	  	  	 5.04
 	  	 Binding Effect
 	  	 40
 

 

 
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	  	  	 5.05
 	  	 Litigation
 	  	 40
 
	 
	  	  	 5.06
 	  	 No Default
 	  	 41
 
	 
	  	  	 5.07
 	  	 ERISA Compliance
 	  	 41
 
	 
	  	  	 5.08
 	  	 Use of Proceeds; Margin Regulations
 	  	 42
 
	 
	  	  	 5.09
 	  	 Title to Properties
 	  	 42
 
	 
	  	  	 5.10
 	  	 Taxes
 	  	 42
 
	 
	  	  	 5.11
 	  	 Financial Condition
 	  	 42
 
	 
	  	  	 5.12
 	  	 Environmental Matters
 	  	 42
 
	 
	  	  	 5.13
 	  	 Regulated Entities
 	  	 43
 
	 
	  	  	 5.14
 	  	 No Burdensome Restrictions
 	  	 43
 
	 
	  	  	 5.15
 	  	 Copyrights, Patents, Trademarks and Licenses, etc
 	  	 43
 
	 
	  	  	 5.16
 	  	 Subsidiaries
 	  	 43
 
	 
	  	  	 5.17
 	  	 Insurance
 	  	 43
 
	 
	  	  	 5.18
 	  	 Full Disclosure
 	  	 43
 
	 
	 ARTICLE VI AFFIRMATIVE COVENANTS
 	  	 44
 
	 
	  	  	 6.01
 	  	 Financial Statements
 	  	 44
 
	 
	  	  	 6.02
 	  	 Certificates; Other Information
 	  	 44
 
	 
	  	  	 6.03
 	  	 Notices
 	  	 45
 
	 
	  	  	 6.04
 	  	 Preservation of Corporate Existence, Etc
 	  	 46
 
	 
	  	  	 6.05
 	  	 Maintenance of Property
 	  	 46
 
	 
	  	  	 6.06
 	  	 Insurance
 	  	 46
 
	 
	  	  	 6.07
 	  	 Payment of Obligations
 	  	 46
 
	 
	  	  	 6.08
 	  	 Compliance with Laws
 	  	 47
 
	 
	  	  	 6.09
 	  	 Compliance with ERISA
 	  	 47
 
	 
	  	  	 6.10
 	  	 Inspection of Property and Books and Records
 	  	 47
 
	 
	  	  	 6.11
 	  	 Environmental Laws
 	  	 48
 
	 
	  	  	 6.12
 	  	 Use of Proceeds
 	  	 48
 
	 
	 ARTICLE VII NEGATIVE COVENANTS
 	  	 48
 
	 
	  	  	 7.01
 	  	 Limitation on Liens
 	  	 48
 
	 
	  	  	 7.02
 	  	 Disposition of Assets
 	  	 49
 
	 
	  	  	 7.03
 	  	 Consolidations and Mergers
 	  	 50
 
	 
	  	  	 7.04
 	  	 Transactions with Affiliates
 	  	 50
 
	 
	  	  	 7.05
 	  	 Use of Proceeds
 	  	 50
 
	 
	  	  	 7.06
 	  	 Restricted Payments
 	  	 51
 
	 
	  	  	 7.07
 	  	 ERISA
 	  	 51
 
	 
	  	  	 7.08
 	  	 Change in Business
 	  	 51
 
	 
	  	  	 7.09
 	  	 Accounting Changes
 	  	 51
 
	 
	  	  	 7.10
 	  	 Interest Coverage
 	  	 51
 
	 
	  	  	 7.11
 	  	 Subsidiary Indebtedness
 	  	 52
 
	 
	 ARTICLE VIII EVENTS OF DEFAULT
 	  	 52
 
	 
	  	  	 8.01
 	  	 Event of Default
 	  	 52
 
	 
	  	  	 8.02
 	  	 Remedies
 	  	 54
 
	 
	  	  	 8.03
 	  	 Rights Not Exclusive
 	  	 55
 

 

 
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	 ARTICLE IX THE AGENT
 	  	 55
 
	 
	  	  	 9.01
 	  	 Appointment and Authorization
 	  	 55
 
	 
	  	  	 9.02
 	  	 Delegation of Duties
 	  	 55
 
	 
	  	  	 9.03
 	  	 Liability of Agent
 	  	 55
 
	 
	  	  	 9.04
 	  	 Reliance by Agent
 	  	 56
 
	 
	  	  	 9.05
 	  	 Notice of Default
 	  	 56
 
	 
	  	  	 9.06
 	  	 Credit Decision
 	  	 56
 
	 
	  	  	 9.07
 	  	 Indemnification
 	  	 57
 
	 
	  	  	 9.08
 	  	 Agent in Individual Capacity
 	  	 57
 
	 
	  	  	 9.09
 	  	 Successor Agent
 	  	 57
 
	 
	  	  	 9.10
 	  	 Withholding Tax
 	  	 58
 
	 
	 ARTICLE X MISCELLANEOUS
 	  	 58
 
	 
	  	  	 10.01
 	  	 Amendments and Waivers
 	  	 58
 
	 
	  	  	 10.02
 	  	 Notices
 	  	 59
 
	 
	  	  	 10.03
 	  	 No Waiver; Cumulative Remedies
 	  	 60
 
	 
	  	  	 10.04
 	  	 Costs and Expenses
 	  	 60
 
	 
	  	  	 10.05
 	  	 Indemnity
 	  	 60
 
	 
	  	  	 10.06
 	  	 Payments Set Aside
 	  	 61
 
	 
	  	  	 10.07
 	  	 Successors and Assigns
 	  	 62
 
	 
	  	  	 10.08
 	  	 Assignments, Participations, etc.
 	  	 62
 
	 
	  	  	 10.09
 	  	 Set-off
 	  	 64
 
	 
	  	  	 10.10
 	  	 Notification of Addresses, Lending Offices, Etc
 	  	 64
 
	 
	  	  	 10.11
 	  	 Counterparts
 	  	 64
 
	 
	  	  	 10.12
 	  	 Severability
 	  	 65
 
	 
	  	  	 10.13
 	  	 No Third Parties Benefited
 	  	 65
 
	 
	  	  	 10.14
 	  	 Governing Law and Jurisdiction
 	  	 65
 
	 
	  	  	 10.15
 	  	 Waiver of Jury Trial
 	  	 65
 
	 
	  	  	 10.16
 	  	 Entire Agreement
 	  	 66
 

 
 
	 
	   ANNEX I     Pricing Grid
 	  	  
	 
	 SCHEDULES
 	  	  	  	  
	 
	 Schedule 2.01
 	  	 List of Commitments and Pro Rata Shares
 	  	  
	 
	 Schedule 5.05
 	  	 Litigation Schedule
 	  	  
	 
	 Schedule 5.07
 	  	 ERISA Matters
 	  	  
	 
	 Schedule 5.12
 	  	 Environmental Schedule
 	  	  
	 
	 Schedule 5.16
 	  	 List of Subsidiaries and Material Equity Investments
 	  	  
	 
	 Schedule 7.01
 	  	 Existing Liens
 	  	  
	 
	 Schedule 10.02
 	  	 Offshore and Domestic Lending Offices, Addresses for Notices
 	  	  
	 
	 EXHIBITS
 	  	  	  	  
	 
	     Exhibit A
 	  	 Form of Compliance Certificate
 	  	  
	 
	     Exhibit B
 	  	 Form of Notice of Borrowing
 	  	  
	 
	     Exhibit C
 	  	 Form of Notice of Conversion/Continuation
 	  	  
	 
	     Exhibit D
 	  	 Form of Invitation for Competitive Bids
 	  	  

 

 
 iii 








 
	 
	  	  	  
	 
	     Exhibit E
 	  	 Form of Competitive Bid Request
 
	 
	     Exhibit F
 	  	 Form of Competitive Bid
 
	 
	     Exhibit G-1
 	  	 Form of Committed Loan Note
 
	 
	     Exhibit G-2
 	  	 Form of Bid Loan Note
 
	 
	     Exhibit H
 	  	 Form of Opinion of Counsel to the Company
 
	 
	     Exhibit I
 	  	 Form of Assignment and Acceptance
 

 
  

 
 iv 








  
 5-YEAR REVOLVING CREDIT AGREEMENT 
  
 This 5-YEAR REVOLVING CREDIT AGREEMENT is entered into as of August 19, 2002, among DELUXE CORPORATION, a Minnesota corporation (the
“Company”), the several financial institutions from time to time party to this Agreement (collectively, the “Banks”; individually, a “Bank”), and BANK ONE, NA, with its principal office in Chicago,
Illinois, as administrative agent (in such capacity, the “Agent”) for the Banks and as an LC Issuer, The Bank of New York, as syndication agent (the “Syndication Agent”) for the Banks and Wachovia Bank, National
Association, as documentation agent (the “Documentation Agent”). 
  
 WHEREAS, the Banks have agreed
to make available to the Company a revolving credit facility upon the terms and conditions set forth in this Agreement; 
  
 NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS 
  
 1.01    Certain Defined Terms.    The following terms have the following meanings:

  
 “Absolute Rate” has the meaning specified in subsection 2.06(c). 

 
 “Absolute Rate Auction” means a solicitation of Competitive Bids setting forth Absolute Rates
pursuant to Section 2.06. 
  
 “Absolute Rate Bid Loan” means a Bid Loan that bears
interest at a rate determined with reference to the Absolute Rate. 
  
 “Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any material part of the business and operations or
division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with
another Person (other than a Person that is a Subsidiary) provided that the Company or a Subsidiary is the surviving entity. 
  
 “Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be
deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by
contract, or otherwise. 
  
 “Agent” means Bank One in its capacity as administrative
agent for the Banks hereunder, and any successor agent arising under Section 9.09. 

 
 1 








  
 “Agent-Related Persons” means Bank One in its
capacity as Agent and any successor agent arising under Section 9.09, together with their respective Affiliates (including, in the case of Bank One, Banc One Capital Markets, Inc.) and The Bank of New York in its capacity as Syndication Agent,
together with its affiliates (including BNY Capital Markets, Inc.), and Wachovia Bank, National Association in its capacity as Documentation Agent, together with its affiliates, and the officers, directors, employees, agents and attorneys-in-fact of
such Persons and Affiliates. 
  
 “Agent’s Payment Office” means the address for
payments set forth on Schedule 10.02 hereto in relation to the Agent, or such other address as the Agent may from time to time specify. 
  
 “Agreement” means this 5-Year Revolving Credit Agreement. 
  
 “Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposure of all the Banks. 
  
 “Applicable Margin” means (i) with respect to Base Rate Committed Loans, the amount set forth opposite the indicated Level Status below the
heading “Committed Loan Base Rate Spread”, (ii) with respect to Offshore Rate Committed Loans, the amount set forth opposite the indicated Level Status below the heading “Committed Loan LIBO Rate Spread,” and (iii) with respect
to Facility LCs, the amount set forth opposite the indicated Level Status below the heading “LC Fee (standby Facility LCs)” or “LC Fee (commercial Facility LCs), as applicable, each such headings as set forth in the pricing grid on
Annex I. The Applicable Margin shall automatically change in respect of all Committed Loans then outstanding or as to which a Notice of Borrowing has been delivered as of the date of any public announcement by S&P or Moody’s
resulting in a change of Level Status. 
  
 “Applicable Utilization Fee Rate” means,
at any time, the percentage rate per annum at which Utilization Fees accrue on the actual outstanding Loan balance at such time as set forth in the pricing grid on Annex I. 
  
 “Arrangers” means Banc One Capital Markets, Inc. and BNY Capital Markets, Inc. 
  
 “Assignee” has the meaning specified in subsection 10.08(a). 
  
 “Assignment and Acceptance” has the meaning specified in Section 10.08(a). 
  
 “Attorney Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel, the reasonable
allocated cost of internal legal services and all reasonable disbursements of internal counsel. 
  
 “Available Aggregate Commitment” means, at any time, the Combined Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time. 
  
 “Bank” has the meaning specified in the introductory clause hereto. 

 
 2 








  
 “Bank One” means Bank One, NA, a national
banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors. 
  
 “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.). 
  
 “Base Rate” means, for any day, a fluctuating rate of interest per annum equal to (i) the higher of (a) the Prime Rate for such day and (b)
the sum of (A) the Federal Funds Effective Rate for such day and (B) one-half of one percent (0.5%) per annum, plus (ii) the then Applicable Margin, changing as and when the Applicable Margin changes. 
  
 “Base Rate Committed Loan” means a Committed Loan that bears interest based on the Base Rate.

  
 “Bid Borrowing” means a Borrowing hereunder consisting of one or more Bid Loans
made to the Company on the same day by one or more Banks. 
  
 “Bid Loan” means a
Loan by a Bank to the Company under Section 2.05, which may be a LIBOR Bid Loan or an Absolute Rate Bid Loan. 
  
 “Bid Loan Lender” means, in respect of any Bid Loan, the Bank making such Bid Loan to the Company. 
  
 “Bid Loan Note” has the meaning specified in Section 2.02. 
  
 “Borrowing” means a borrowing hereunder consisting of Loans of the same Type (in the case of Committed Loans) made to the Company on the same day by one or more of the Banks under
Article II, and may be a Committed Borrowing or a Bid Borrowing and, other than in the case of Base Rate Committed Loans, having the same Interest Period. 
  
 “Borrowing Date” means any date on which a Borrowing occurs under Section 2.03. 
  
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or Chicago are
authorized or required by law to close and, if the applicable Business Day relates to any Offshore Rate Loan, means such a day on which dealings are carried on in the applicable offshore dollar interbank market. 
  
 “Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other
Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank. 
  
 “Closing Date” means the date on which all conditions precedent set forth in Section 4.01 are satisfied
or waived by all Banks (or, in the case of subsection 4.01(e), waived by the Person entitled to receive such payment). 

 
 3 








  
 “Code” means the Internal Revenue Code of 1986,
and regulations promulgated thereunder. 
  
 “Collateral Shortfall Amount” means, at
any time, an amount equal to the difference of (x) the amount of LC Obligations at such time, less (y) 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. 
  
 “Combined Commitment” means the sum of
(i) the aggregate of the Commitments of all Banks hereunder plus (ii) the aggregate of the “Commitments” of all “Banks” under (and as such terms are defined in) the 364-Day Credit Agreement. 
  
 “Combined Utilized Amount” means, for any date, the sum of (i) the aggregate principal amount of all
outstanding Loans (including all Bid Loans) as of such date, plus (ii) the aggregate principal amount of all outstanding “Loans” (including all “Bid Loans”) as of such date under (and as defined in) the 364-Day Credit Agreement.

  
 “Commitment”, as to each Bank, has the meaning specified in Section 2.01.

  
 “Committed Borrowing” means a Borrowing hereunder consisting of Committed Loans
made on the same day by the Banks ratably according to their respective Pro Rata Shares and, in the case of Offshore Rate Committed Loans, having the same Interest Periods. 
  
 “Committed Loan” means a Loan by a Bank to the Company under Section 2.01, and may be an Offshore Rate Committed Loan or a Base Rate
Committed Loan (each, a “Type” of Committed Loan). 
  
 “Committed Loan
Note” has the meaning specified in Section 2.02. 
  
 “Competitive Bid”
means an offer by a Bank to make a Bid Loan in accordance with subsection 2.06(c). 
  
 “Competitive Bid Request” has the meaning specified in subsection 2.06(a). 
  
 “Compliance Certificate” means a certificate substantially in the form of Exhibit A. 
  
 “Contingent Obligation” means, as applied to any Person, any material direct or indirect liability of that Person with respect to any Indebtedness, lease, dividend, Surety Instrument
or other obligation (the “primary obligations”) of another Person (the “primary obligor”), including any obligation of that Person, whether or not contingent, (a) to purchase, repurchase or otherwise acquire such primary
obligations or any property constituting direct or indirect security therefor, or (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, or (c) to purchase property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to
 

 
 4 








 
make payment of such primary obligation, or (d) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof; in each case (a), (b), (c) or (d),
including arrangements wherein the rights and remedies of the holder of the primary obligation are limited to repossession or sale of certain property of such Person. The amount of any Contingent Obligation shall be deemed equal to the lesser of (x)
the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof, or (y) any limitation of such
Contingent Obligation contained in the instrument or agreement creating such Contingent Obligation. 
  
 “Contractual Obligation” means, as to any Person, any provision either of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument,
document or agreement to which such Person is a party or by which it or any of its property is bound and which in either case is material to such Person. 
  
 “Conversion/Continuation Date” means any date on which, under Section 2.04, the Company (a) converts Committed Loans of one Type to another
Type, or (b) continues Committed Loans of the same Type, but with a new Interest Period, in the case of Committed Loans having Interest Periods expiring on such date. 
  
 “Credit Extension” means the making of a Loan or the issuance of a Facility LC hereunder. 
  
 “Credit Extension Date” means the Borrowing Date for a Borrowing or the issuance date for a Facility LC.

  
 “Default” means any event or circumstance which, with the giving of notice, the
lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default. 
  
 “Dollars”, “dollars” and “$” each mean lawful money of the United States. 
  
 “Eligible Assignee” means (i) a commercial bank organized under the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $500,000,000; (ii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of
any such country, and having a combined capital and surplus of at least $500,000,000, provided that such bank is acting through a branch or agency located in the United States; or (iii) a Person that is primarily engaged in the business of
commercial banking and that is (A) a Subsidiary of a Bank, (B) a Subsidiary of a Person of which a Bank is a Subsidiary, or (C) a Person of which a Bank is a Subsidiary; provided that any such bank or Person shall also have senior unsecured
long-term debt ratings which are rated at least A- (or the equivalent) as publicly announced by S&P or A3 (or the equivalent) as publicly announced by Moody’s. 
  
 “Environmental Claims” means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury to the environment. 

 
 5 








  
 “Environmental Laws” means all federal, state or
local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case
relating to environmental, health, safety and land use matters. 
  
 “ERISA” means
the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder. 
  
 “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code). 
  
 “ERISA Event” means
(a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA of, or the commencement of proceedings by the PBGC to terminate, a
Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate. 
  
 “Event of Default” means any of the events or circumstances specified in Section 8.01. 

 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and regulations
promulgated thereunder. 
  
 “Existing Credit Agreement” has the meaning specified in
Article XI. 
  
 “Facility LC” is defined in Section 2.17(a). 

 
 “Facility LC Application” is defined in Section 2.17(c). 
  
 “Facility LC Collateral Account” is defined in Section 2.17(k). 
  
 “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
 

 
 6 








 
not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago 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 Letters” has the meaning specified in subsection 2.12(a). 
  
 “FRB” means the Board of Governors of the Federal Reserve System, and any Governmental Authority succeeding to any of its principal functions. 
  
 “Funded Debt” means as of the date of any determination all outstanding Indebtedness of the Company and its consolidated Subsidiaries which
matures more than one (1) year after the incurrence thereof or is extendable, renewable or refundable, at the option of the obligor, to a date more than one (1) year after the incurrence thereof. 
  

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S.
accounting profession). 
  
 “Governmental Authority” means any nation or government,
any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government,
and any governmental regulatory authority or agency such as the FDIC, FRB, IRS or SEC. 
  
 “Indebtedness” of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than
trade payables entered into in the ordinary course of business on ordinary terms); (c) all non-contingent reimbursement or payment obligations with respect to Surety Instruments; (d) all obligations evidenced by notes, bonds, debentures or similar
instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all recourse indebtedness created or arising under any conditional sale or other title retention agreement, or
incurred as financing, in either case with respect to property acquired by the Person; (f) all obligations with respect to capital leases; and (g) all reimbursement obligations with respect to letters of credit; provided, however, that
the term “Indebtedness” shall not include non-recourse obligations or indebtedness of any kind; and provided further, however, that the term “Indebtedness” shall not include any suchobligations or
indebtedness owing by the Company or any Subsidiary to the Company or any Subsidiary. 
  
 “Indemnified Liabilities” has the meaning specified in Section 10.05. 
  
 “Indemnified Person” has the meaning specified in Section 10.05. 
  
 “Independent Auditor” has the meaning specified in subsection 6.01(a). 

 
 7 








  
 “Insolvency Proceeding” means with respect to a
Person (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for
the benefit of creditors, composition, marshalling of assets for creditors generally, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case undertaken under U.S. Federal, state
or foreign law, including the Bankruptcy Code. 
  
 “Interest Payment Date” means, as
to any Loan other than a Base Rate Committed Loan, the last day of each Interest Period applicable to such Loan and the Revolving Termination Date and, as to any Base Rate Committed Loan, the last Business Day of each calendar quarter and the
Revolving Termination Date, provided, however, that (a) if any Interest Period for an Offshore Rate Committed Loan exceeds three months, the date that falls three months after the beginning of such Interest Period and after each
Interest Payment Date thereafter is also an Interest Payment Date, and (b) as to any Bid Loan, such intervening dates prior to the maturity thereof as may be specified by the Company and agreed to by the applicable Bid Loan Lender in the applicable
Competitive Bid shall also be Interest Payment Dates. 
  
 “Interest Period” means,
(a) as to any Offshore Rate Committed Loan, the period commencing on the Business Day such Loan is disbursed, or on the Conversion/Continuation Date on which the Loan is converted into or continued as an Offshore Rate Committed Loan, and ending on
the date one, two, three or six months thereafter, as selected by the Company in its Notice of Borrowing or Notice of Conversion/Continuation, as the case may be; (b) as to any LIBOR Bid Loan, the period commencing on the Business Day such Loan is
disbursed and ending on the date one, two, three, six, nine or twelve months thereafter as selected by the Company in the applicable Competitive Bid Request and agreed to by the applicable Bid Loan Lender(s); and (c) as to any Absolute Rate Bid
Loan, a period of not less than 7 days and not more than 364 days as selected by the Company in the applicable Competitive Bid Request and agreed to by the applicable Bid Loan Lender(s); 
  
 provided that: 
  
 (i)    if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the following Business Day unless, in the case of an Offshore Rate Loan,
the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day; 
  
 (ii)    any Interest Period pertaining to an Offshore Rate Loan that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 
  
 (iii)    no Interest Period for any Loan shall extend beyond the Revolving Termination Date.


 
 8 








  
 “Invitation for Competitive Bids” means a
solicitation for Competitive Bids, substantially in the form of Exhibit D. 
  
 “IRS”
means the Internal Revenue Service, and any Governmental Authority succeeding to any of its principal functions under the Code. 
  
 “LC Fee” is defined in Section 2.17(d). 
  
 “LC Issuer” means Bank One (or any subsidiary or affiliate of Bank One designated by Bank One) or any other Bank, as applicable, in its respective capacity as issuer of Facility LCs hereunder. 

 
 “LC Obligations” means, at any time, the sum, without duplication, of (i) the aggregate
undrawn stated amount under all Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations. 
  
 “LC Payment Date” is defined in Section 2.17(e). 
  
 “Lending Office” means, as to any Bank, the office or offices of such Bank specified as its “Lending Office” or “Domestic
Lending Office” or “Offshore Lending Office”, as the case may be, on Schedule 10.02, or such other office or offices as such Bank may from time to time notify the Company and the Agent. 
  
 “Level I Status” has the meaning specified in Annex I. 
  
 “Level II Status” has the meaning specified in Annex I. 
  
 “Level III Status” has the meaning specified in Annex I. 
  
 “Level IV Status” has the meaning specified in Annex I. 
  
 “Level V Status” has the meaning specified in Annex I. 
  
 “Level Status” means Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status
(as such terms are defined in Annex I), as applicable at any time. 
  
 “LIBO Base
Rate” for any Interest Period, with respect to each LIBOR Bid Loan in any Bid Borrowing or each Offshore Rate Committed Loan comprising part of the same Committed Borrowing, means, for the relevant Interest Period, the applicable British
Bankers’ Association Interest Settlement Rate for deposits in Dollars as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, and
having a maturity equal to such Interest Period; provided that if no such British Bankers’ Association Interest Settlement Rate is available, the applicable LIBO Base Rate for the relevant Interest Period shall instead be the rate
determined by the Agent to be the rate at which Bank One offers to place deposits in Dollars with first class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such
Interest Period, in the approximate amount of Bank One’s relevant Eurodollar Loan, and having a maturity equal to such Interest Period. 

 
 9 








  
 “LIBO Rate” means, with respect to each LIBOR
Bid Loan in any Bid Borrowing or Offshore Rate Committed Loan comprising part of the same Committed Borrowing for the relevant Interest Period, the sum of (i) the quotient of (a) the LIBO Base Rate applicable to such Interest Period, divided
by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the then Applicable Margin, changing as and when the Applicable Margin changes. 
  
 “LIBOR Auction” means a solicitation of Competitive Bids setting forth a LIBOR Bid Margin pursuant to
Section 2.06. 
  
 “LIBOR Bid Loan” means any Bid Loan that bears interest at a rate
based upon the LIBO Rate. 
  
 “LIBOR Bid Margin” has the meaning specified in
subsection 2.06(c)(ii)(C). 
  
 “Lien” means any security interest, mortgage, deed of
trust, pledge, hypothecation, charge or deposit arrangement, encumbrance, lien (statutory or other) or preferential arrangement of any kind or nature whatsoever in respect of any property (including those created by, arising under or evidenced by
any conditional sale or other title retention agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement signed by
and naming the owner of the asset to which such lien relates as debtor, under the Uniform Commercial Code or any comparable law), but not including the interest of a lessor under an operating lease. 
  
 “Loan” means an extension of credit by a Bank to the Company under Article II, and may be a Committed
Loan or a Bid Loan. 
  
 “Loan Documents” means this Agreement, the Facility LC
Applications, any Notes, the Fee Letters and all other documents delivered to the Agent or any Bank in connection herewith. 
  
 “Majority Banks” means (a) at any time prior to the Revolving Termination Date, Banks then holding greater than 50% of the Commitments, and
(b) otherwise, Banks then holding greater than 50% of the then aggregate unpaid principal amount of the Aggregate Outstanding Credit Exposure. 
  
 “Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the FRB. 
  
 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the financial condition of the Company
and its Subsidiaries taken as a whole; or (b) a material adverse effect upon the legality, validity, binding effect or enforceability against the Company of this Agreement, the Facility LC Applications or the Notes. 
  
 “Material Subsidiary” means, at any time, any Subsidiary having at such time either (i) total (gross)
revenues for the preceding four fiscal quarter period in excess of 20% of total (gross) revenues of the Company and its consolidated Subsidiaries for such
 

 
 10 








 
period or (ii) total assets, as of the last day of the preceding fiscal quarter, having a net book value in excess of 20% of the total assets of the Company and its consolidated Subsidiaries as
of such day, in each case, based upon the Company’s most recent annual or quarterly financial statements delivered to the Agent under Section 6.01. 
  
 “Modify” and “Modification” are defined in Section 2.17(a). 
  
 “Moody’s” means Moody’s Investors Service, a division of Dun & Bradstreet Corporation. 
  
 “Multiemployer Plan” means a “multiemployer plan”, within the meaning of Section 4001(a)(3) of
ERISA, to which the Company or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions. 
  
 “Notes” means the Committed Loan Notes and the Bid Loan Notes. 
  
 “Notice of Borrowing” means a notice in substantially the form of Exhibit B. 

 
 “Notice of Conversion/Continuation” means a notice in substantially the form of Exhibit
C. 
  
 “Obligations” means all advances, debts, fees, liabilities, obligations
(including, but not limited to, reimbursement obligations with respect to letters of credit), covenants and duties arising under this Agreement and the Notes, owing by the Company to any Bank, the LC Issuer, the Agent, or any Indemnified Person,
whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising. 
  
 “Offshore Rate Committed Loan” means any Committed Loan that bears interest based on the LIBO Rate. 
  
 “Offshore Rate Loan” means any LIBOR Bid Loan or any Offshore Rate Committed Loan. 

 
 “Organization Documents” means, for any corporation, the certificate or articles of
incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement, and all applicable resolutions of the board of directors (or any
committee thereof) of such corporation. 
  
 “Other Taxes” means any present or
future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Documents. 
  
 “Outstanding Credit Exposure” means, as to any Bank on any
date, the sum of (i) the Combined Utilized Amount on such date, plus (ii) an amount equal to its Pro Rata Share of the LC Obligations on such date. 

 
 11 








  
 “Participant” has the meaning specified in
subsection 10.08(d). 
  
 “PBGC” means the Pension Benefit Guaranty Corporation, or
any Governmental Authority succeeding to any of its principal functions under ERISA. 
  
 “Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which the Company sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or
in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years. 
  
 “Permitted Liens” has the meaning specified in Section 7.01. 
  
 “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint
venture or Governmental Authority. 
  
 “Plan” means an employee benefit plan (as
defined in Section 3(3) of ERISA) which the Company sponsors or maintains or to which the Company makes, is making, or is obligated to make contributions and includes any Pension Plan. 
  
 “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. 
  
 “Pro Rata Share” means, as to any Bank at any time, the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) at such time of such Bank’s Commitment divided by the combined
Commitments of all Banks (or, if all Commitments have been terminated, the aggregate principal amount of such Bank’s Outstanding Credit Exposure divided by the Aggregate Outstanding Credit Exposure). The initial Pro Rata Share of each Bank is
set forth opposite such Bank’s name in Schedule 2.01 under the heading “Pro Rata Share.”. 
  
 “Reimbursement Obligations” means, at any time, the aggregate of all obligations of the Company then outstanding under Section 2.17 to reimburse the LC Issuers for amounts paid by the LC Issuers in respect of any one
or more drawings under Facility LCs. 
  
 “Replacement Bank” has the meaning
specified in Section 3.08. 
  
 “Reportable Event” means, any of the events
set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC. 
  
 “Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or
regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject. 

 
 12 








  
 “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” (as defined in Regulation D). 

 
 “Responsible Officer” means any of the following officers of the Company: the chief executive
officer, the chief operating officer, the president, the chief financial officer, the treasurer, the assistant treasurer, or any other officer of the Company having similar authority and responsibility to any of the foregoing. 

 
 “Revolving Termination Date” means the earlier to occur of: 
  
 (a)    August 19, 2007, and 
  
 (b)    the date on which the Commitments terminate in accordance with Section 2.07 or 8.02 of this Agreement. 
  
 “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc.

  
 “SEC” means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions. 
  
 “Subsidiary” of a Person
means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 60% of the voting stock, membership interests or other equity interests (in the case of Persons other than
corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary”
refer to a Subsidiary of the Company. 
  
 “Surety Instruments” means all letters of
credit (including standby and commercial), banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments. 
  
 “Taxes” means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank
and the Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Bank’s net income by the jurisdiction (or any political subdivision thereof) under the laws of which such Bank or the Agent, as the case
may be, is organized or maintains a lending office; provided, however, that “Taxes” shall be limited to taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, which are imposed
by any Governmental Authority in the United States unless the Company makes any payments hereunder with funds derived from sources outside the United States. 
  
 “364-Day Credit Agreement” means that certain 364-Day Revolving Credit Agreement, dated as of August 19, 2002, by and among the Company,
the lenders parties 

 
 13 








 
thereto, and Bank One, NA, as administrative agent, as the same may be amended, restated, supplemented or otherwise modified and as in effect from time to time. 
  
 “Total Capitalization” means, as of any date of determination, the sum of (i) Funded Debt, and (ii) the
sum of the amounts set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as shareholders’ equity as determined in accordance with GAAP. 
  
 “Type” has the meaning specified in the definition of “Committed Loan.” 
  

“Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the
current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. 
  
 “United States” and “U.S.” each means the United States of America. 
  

“Utilization Fee” has the meaning specified in Section 2.12(c). 
  
 “Wholly-Owned Subsidiary” means any corporation in which (other than directors’ qualifying shares or similar nominal shares
required by law) 100% of the capital stock of each class having ordinary voting power, and 100% of the capital stock of every other class, in each case, at the time as of which any determination is being made, is owned, beneficially and of record,
by the Company, or by one or more of the other Wholly-Owned Subsidiaries, or both. 
  
 1.02    Other Interpretive Provisions; Defined Terms.    Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when used in
any certificate or other document made or delivered pursuant hereto. The meaning of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms) not otherwise defined herein
and that are defined in the UCC shall have the meanings therein described. 
  
 (b)    The Agreement.    The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement; and subsection, section, schedule and exhibit references are to this Agreement unless otherwise specified. 
  
 (c)    Certain Common Terms. 
  
 (i)    The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and
other writings, however evidenced. 
  
 (ii)    The term “including” is
not limiting and means “including without limitation.” 
  
 (d)    Performance; Time.    Whenever any performance obligation hereunder shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance


 
 14 








 
shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement refers to any action taken or to be
taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all reasonable means, direct or indirect, of taking, or not taking, such action. 
  
 (e)    Contracts.    Unless otherwise expressly provided herein, references
to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan
Document. 
  
 (f)    Laws.    References to any
statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation. 
  
 (g)    Captions.    The captions and headings of this Agreement are for convenience of reference only and
shall not affect the interpretation of this Agreement. 
  
 (h)    Independence
of Provisions.    The parties acknowledge that this Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and
measurements are cumulative and must each be performed, except as expressly stated to the contrary in this Agreement. 
  
 1.03    Accounting Principles.    Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations
required under this Agreement shall be made, in accordance with GAAP, consistently applied. 
  
 (b)    References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Company. 
  
 ARTICLE II 
  
 THE CREDITS 
  
 2.01    The Revolving Credit.    Each Bank severally agrees, on the terms and conditions
set forth herein, to make Committed Loans to, and participate in Facility LCs issued upon the application of, the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an
aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.01 (such amounts as the same may be reduced under Section 2.07, Section 2.09 or changed as a result of one or more assignments under Section 10.08, the
Bank’s “Commitment”); provided, however, that, the aggregate principal amount of all outstanding Committed Loans, together with the aggregate principal amount of all Bid Loans outstanding and LC Obligations, shall not at
any time exceed the combined Commitments. Within the limits of each Bank’s Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01, prepay under Section 2.08 and reborrow under this
Section 2.01. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.17. 

 
 15 








  
 2.02    Loan Accounts; Notes. 
  
 (a)    The Committed Loans, the LC Obligations and the Bid Loans made by each Bank shall be evidenced
by one or more loan accounts or records maintained by such Bank in the ordinary course of business. The loan accounts or records maintained by the Agent and each Bank shall be prima facie evidence of the amount of the Loans and Facility LCs made by
the Banks and LC Issuers, respectively, to the Company and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company hereunder to pay any amount
owing with respect to the Loans and Facility LCs. 
  
 (b)    If requested by any
Bank, the Company shall execute and deliver to such Bank a promissory note evidencing such Bank’s Committed Loans (each a “Committed Loan Note”) and a promissory note evidencing such Bank’s Bid Loans (each a “Bid
Loan Note”, and collectively, the “Notes”) (each such Committed Loan Note to be substantially in the form of Exhibit G-1, and each such Bid Loan Note to be substantially in the form of Exhibit G-2). Each Bank
shall endorse on the schedule annexed to its Note the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by the Company with respect thereto. Each such Bank is irrevocably authorized by the Company to
endorse its Note and each Bank’s record shall be prima facie evidence of the amount of each such Loan; provided, however, that the failure of a Bank to make, or an error in making, a notation thereon with respect to any Loan shall
not limit or otherwise affect the obligations of the Company hereunder or under any such Note to such Bank. 
  
 2.03    Procedure for Committed Borrowing. 
  
 (a)    Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to
10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans,
specifying: 
  
 (A)    the amount of the Committed Borrowing, which shall be in
an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; 
  
 (B)    the requested Borrowing Date, which shall be a Business Day; 
  
 (C)    the Type of Committed Loans comprising the Committed Borrowing; and 
  
 (D)    if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify
the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. 

 
 16 








 (b)    The Agent will promptly notify each Bank of its receipt of any Notice of
Borrowing and of the amount of such Bank’s Pro Rata Share of that Committed Borrowing. 
  
 (c)    Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s Payment Office by 12:00 noon (Chicago time) on the
Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The
proceeds of each such Committed Borrowing will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the
Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the
Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans.

  
 (d)    After giving effect to any Committed Borrowing, there may not be more
than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding. 
  
 2.04    Conversion and Continuation Elections for Committed Borrowings. 
  
 (a)    The Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.04(b): 
  
 (i)    elect, as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period,
in the case of Offshore Rate Committed Loans, to convert any such Committed Borrowings (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Borrowings of the
other Type; or 
  
 (ii)    elect, as of the last day of the applicable Interest
Period, to continue any Committed Borrowings having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); 
  
 provided, that if at any time the aggregate amount of Offshore Rate Committed Loans in respect of any Committed Borrowing is
reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Offshore Rate Committed Loans shall automatically convert into Base Rate Committed Loans, and on and after such date the right of the Company to continue
such Committed Loans as, and convert such Committed Loans into, Offshore Rate Committed Loans shall terminate. 
  
 (b)    The Company shall deliver a Notice of Conversion/ Continuation to be received by the Agent not later than (i) 10:00 a.m. (Chicago time) at least three Business Days in advance of the Conversion/Continuation
Date, if the Committed Borrowings are to be converted into or continued as Offshore Rate Committed Loans; and (ii) 10:00 a.m. (Chicago time) on the 

 
 17 








 
Conversion/Continuation Date, if the Loans are to be converted into Base Rate Committed Loans, specifying: 
  
 (A)    the proposed Conversion/Continuation Date; 
  
 (B)    the aggregate amount of Committed Loans to be converted or continued; 
  
 (C)    the Type of Committed Loans resulting from the proposed conversion or continuation; and 
  
 (D)    other than in the case of conversions into Base Rate Committed Loans, the duration of the
requested Interest Period. 
  
 (c)    If upon the expiration of any Interest
Period applicable to Offshore Rate Committed Loans, the Company has failed to select timely a new Interest Period to be applicable to such Loans in accordance with Section 2.04(b), or if any Event of Default then exists, the Company shall be deemed
to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans effective as of the expiration date of such Interest Period. 
  
 (d)    The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/ Continuation, or, if no timely notice is
provided by the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans
with respect to which the notice was given held by each Bank. 
  
 (e)    Unless
the Majority Banks otherwise agree, during the existence of an Event of Default, the Company may not elect to have a Committed Loan made as, converted into or continued as, an Offshore Rate Committed Loan. 
  
 (f)    Unless otherwise agreed to by the Agent, after giving effect to any conversion or continuation
of Committed Loans, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding. 
  
 2.05    Bid Borrowings.    In addition to Committed Borrowings, each Bank severally agrees that the Company may, as set forth
in Section 2.06, from time to time request the Banks prior to the Revolving Termination Date to submit offers to make Bid Loans to the Company; provided, however, that the Banks may, but shall have no obligation to, submit such offers
and the Company may, but shall have no obligation to, accept any such offers; and provided, further, that at no time shall (a) the outstanding aggregate principal amount of all Bid Loans made by all Banks, plus the outstanding
aggregate principal amount of (i) all Committed Loans made by all Banks and (ii) the LC Obligations exceed the combined Commitments; or (b) the number of Interest Periods for Bid Loans then outstanding plus the number of Interest Periods for
Committed Loans then outstanding exceed eight (8) unless agreed by the Agent. 
  
 2.06    Procedure for Bid Borrowings.    The Company may, as set forth in this Section, request the Agent to solicit offers from all the Banks to make Bid Loans. 

 
 18 








 (a)    When the Company wishes to request the Banks to submit offers to make Bid
Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit E (a “Competitive Bid Request”) so as to be received no later than
10:00 a.m. (Chicago time) (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) one Business Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying:

  
 (i)    the date of such Bid Borrowing, which shall be a Business Day;

  
 (ii)    the aggregate amount of such Bid Borrowing, which shall be a minimum
amount of $5,000,000 or in multiples of $1,000,000 in excess thereof; 
  
 (iii)    whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and 
  
 (iv)    the duration of the Interest Period applicable thereto, subject to the provisions of the definition of “Interest
Period” herein. 
  
 Subject to subsection 2.06(c), the Company may not request Competitive Bids for more than
three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five Business Days. 
  
 (b)    Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for
Competitive Bids, which shall constitute an invitation by the Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.06. 
  
 (c)    (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to
make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.06(c) and must be submitted to the Agent by facsimile transmission at its offices specified in or pursuant
to Section 10.02 not later than (1) 10:00 a.m. (Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 10:00 a.m. (Chicago time) on the proposed date of Borrowing, in the case of an Absolute
Rate Auction; provided that Competitive Bids by Bank One (or any Affiliate of Bank One) may only be submitted if Bank One or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 10:00
a.m. (Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 10:00 a.m. (Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. 
  
 (ii)    Each Competitive Bid shall be in substantially the form of Exhibit F, specifying
therein: 
  
 (A)    the proposed date of Borrowing; 
  
 (B)    the principal amount of each Bid Loan for which such Competitive Bid is being made, which
principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not 

 
 19 








 
exceed the principal amount of Bid Loans for which Competitive Bids were requested; 
  
 (C)    in case the Company elects a LIBOR Auction, the margin above or below the LIBO Rate (the “LIBOR Bid Margin”) offered for each such Bid Loan, expressed in
multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; 
  
 (D)    in case the Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the “Absolute
Rate”) offered for each such Bid Loan and the Interest Period applicable thereto; and 
  
 (E)    the identity of the quoting Bank. 
  
 (F)    a Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. 
  
 (iii)    Any Competitive Bid shall be disregarded if it: 
  
 (A)    is not substantially in conformity with Exhibit F or does not specify all of the
information required by subsection (c)(ii) of this Section; 
  
 (B)    contains
qualifying, conditional or similar language; 
  
 (C)    proposes terms other
than or in addition to those set forth in the applicable Invitation for Competitive Bids; or 
  
 (D)    arrives after the time set forth in subsection (c)(i). 
  
 (d)    Promptly on receipt and not later than 9:00 a.m. (Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction, or 9:00 a.m. (Chicago time) on the proposed date
of Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Company of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.06(c), and (ii) of any Competitive Bid that amends, modifies
or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Notwithstanding the foregoing, any such subsequent Competitive Bid shall be disregarded by the Agent unless such
subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.06(c). The Agent’s notice to the Company shall specify (1) the aggregate
principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request; (2) the respective principal amounts and LIBOR Bid Margins or Absolute Rates, as the case may be, so
offered; and (3) any other information regarding such Competitive Bid reasonably requested by the Company. Subject only to the provisions of Sections 3.02, 3.05 and 4.02 hereof and the provisions of this subsection (d), any Competitive Bid shall be
irrevocable except with the written consent of the Agent given on the written instructions of the Company. 

 
 20 








 (e)    Not later than 10:00 a.m. (Chicago time) three Business Days prior to the
proposed date of Borrowing, in the case of a LIBOR Auction, or 10:00 a.m. (Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, the Company shall notify the Agent, in writing and in a form reasonably acceptable
to the Agent, of its acceptance or non-acceptance of the offers received by it pursuant to subsection 2.06(c) or notified to it pursuant to subsection 2.06(d). The Company shall be under no obligation to accept any offer and may choose to accept or
reject some or all offers. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that is accepted. The Company may accept any Competitive Bid in whole or in part; provided that:

  
 (i)    the aggregate principal amount of each Bid Borrowing may not exceed
the applicable amount set forth in the related Competitive Bid Request; 
  
 (ii)    the principal amount of each Bid Borrowing must be $5,000,000 or in any multiple of $1,000,000 in excess thereof; 
  
 (iii)    acceptance of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest
Period, as the case may be; and 
  
 (iv)    the Company may not accept any offer
that is described in subsection 2.06(c)(iii) or that otherwise fails to comply with the requirements of this Agreement. 
  
 (f)    If offers are made by two or more Banks with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such
offers are accepted for the related Interest Period, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks (in such multiples, not less than $1,000,000, as the Agent may deem
appropriate) as nearly as practicable in proportion to the aggregate principal amounts of such offers. Determination by the Agent of the amounts of Bid Loans shall be conclusive in the absence of manifest error. 
  
 (g)    (i)    The Agent will promptly notify each Bank having submitted a
Competitive Bid if its offer has been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the Bid Borrowing. 
  
 (ii)    Each Bank, which has received notice pursuant to subsection 2.06(g)(i) that its Competitive Bid has been accepted, shall make
the amounts of such Bid Loans available to the Agent for the account of the Company at the Agent’s Payment Office, by 11:00 a.m. (Chicago time) in the case of Absolute Rate Bid Loans, and by 11:00 a.m. (Chicago time) in the case of LIBOR Bid
Loans, on such date of Bid Borrowing, in funds immediately available to the Agent for the account of the Company at the Agent’s Payment Office. 
  
 (iii)    Promptly following each Bid Borrowing, the Agent shall notify each Bank of the ranges of bids submitted and the highest and
lowest bids accepted for each Interest Period requested by the Company and the aggregate amount borrowed pursuant to such Bid Borrowing. 

 
 21 








 (h)    If, on or prior to the proposed date of Borrowing, the Commitments have not
been terminated and if, on such proposed date of Borrowing all applicable conditions to funding referenced in Sections 3.02, 3.05 and 4.02 hereof are satisfied, the Bank or Banks whose offers the Company has accepted will fund each Bid Loan so
accepted. Nothing in this Section 2.06 shall be construed as a right of first offer in favor of the Banks or to otherwise limit the ability of the Company to request and accept credit facilities from any Person (including any of the Banks), provided
that such credit facilities are not prohibited by this Agreement. 
  
 2.07    Voluntary
Termination or Reduction of Commitments; Increase of Commitments. 
  
 (a)    The Company may, upon not less than three Business Days’ prior notice to the Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum amount of $5,000,000 or any
multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any payments or prepayments of Committed Loans and Reimbursement Obligations made on the effective date thereof, the then-Aggregate Outstanding Credit Exposure
would exceed the amount of the Combined Commitments then in effect. The Agent shall promptly notify the Banks of any such termination or reduction. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of
the Commitments shall be applied to each Bank according to its Pro Rata Share. All accrued commitment fees to, but not including the effective date of any reduction or termination of Commitments, shall be paid on the effective date of such reduction
or termination. 
  
 (b)    At any time the Company may, on the terms set forth
below, request that the Commitments hereunder be increased by an amount up to $75,000,000 (the maximum aggregate amount of all Commitments hereunder not to exceed $250,000,000); provided, however, that an increase in the Commitments hereunder may
only be made at a time when no Default or Unmatured Default shall have occurred and be continuing. In the event of such a requested increase in the Commitments, any financial institution which the Company and the Agent invite to become a Bank or to
increase its Commitment may set the amount of its Commitment at a level agreed to by the Company and the Agent. In the event that the Company and one or more of the Banks (or other financial institutions) shall agree upon such an increase in the
Commitments (i) the Company, the Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into an amendment to this Agreement setting forth the amounts of the Commitments, as so
increased, providing that the financial institutions extending new Commitments shall be Banks for all purposes under this Agreement, and setting forth such additional provisions as the Agent and the Company shall consider reasonably appropriate and
(ii) the Company shall furnish, if requested, new Notes to each financial institution that is extending a new Commitment or increasing its Commitment. No such amendment shall require the approval or consent of any Bank whose Commitment is not being
increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments
(including, without limitation, the Agent administering the reallocation of any outstanding Loans (other than Bid Loans) ratably among the Banks after giving effect to each such increase in the Commitments, and the delivery of certificates, evidence
of corporate authority and legal opinions on behalf of the Company), this Agreement shall be deemed to be amended accordingly. 
  
 2.08    Optional Prepayments. 

 
 22 








  
 (a)    Subject to Section 3.04, the Company
may, at any time or from time to time, upon not less than three Business Days’ irrevocable notice to the Agent, in the case of Offshore Rate Committed Loans, or upon not less than one Business Day’s irrevocable notice to the Agent, in the
case of Base Rate Committed Loans, ratably prepay such Loans in whole or in part, in minimum amounts of $5,000,000 or any multiple of $1,000,000 in excess thereof. Such notice of prepayment shall specify the date and amount of such prepayment and
the Type(s) of Committed Loans to be prepaid. The Agent will promptly notify each Bank of its receipt of any such notice, and of such Bank’s Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such
prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest thereon to each such date on the amount prepaid and any amounts required pursuant to Section 3.04;
provided that if the Company shall fail to make any such payment on the date specified therein, such failure shall not constitute an Event of Default hereunder, and if the Committed Loan is a Base Rate Committed Loan such Loan shall continue
as if such prepayment notice had not been given, and if the Committed Loan is an Offshore Rate Committed Loan such Loan shall be automatically converted to a Base Rate Committed Loan as of the date specified in such notice. 
  
 (b)    Bid Loans may not be voluntarily prepaid. 
  

2.09    [Intentionally Omitted.] 
  
 2.10    Repayment.    The Company shall repay to the Banks on the Revolving Termination Date the Aggregate Outstanding Credit Exposure and all other unpaid Obligations on such
date. The Company shall repay each Offshore Rate Committed Loan and each Bid Loan on the last day of the relevant Interest Period. 
  
 2.11    Interest 
  
 (a)    Each Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to the LIBO Rate or the Base Rate, as the case may be (and
subject to the Company’s right to convert to other Types of Loans under Section 2.04), plus the Applicable Margin. Each Bid Loan shall bear interest on the outstanding principal amount thereof from the relevant Borrowing Date at a rate
per annum equal to the LIBO Rate plus (or minus) the LIBOR Bid Margin, or at the Absolute Rate, as the case may be. 
  
 (b)    Interest on each Loan shall be paid in arrears on each Interest Payment Date. Interest shall also be paid on the date of any prepayment of Committed Loans (except in the case of a Base Rate
Committed Loan, as to which such interest shall be paid on the next Interest Payment Date) under Section 2.08 for the portion of the Loans so prepaid and upon payment (including prepayment) in full thereof. 
  
 (c)    Notwithstanding subsection (a) of this Section, after acceleration or the occurrence and
continuation of an Event of Default under Section 8.01(a) or (c), or commencing five (5) days after the occurrence and continuation of any other Event of Default, (i) the Company shall pay interest (after as well as before entry of judgment thereon
to the extent permitted by law) on the principal amount of all outstanding Obligations, at a rate per annum 

 
 23 








 which is determined by adding 2% per annum to the Applicable Margin then in effect for such Loans, (ii) the LC Fee shall
be increased by 2% per annum, and (iii) in the case of all other Obligations not subject to an Applicable Margin, at a rate per annum equal to the Base Rate plus 2%; provided, however, that, on and after the expiration of any Interest
Period applicable to any Offshore Rate Loan outstanding on the date of occurrence of such Event of Default or acceleration, the principal amount of such Loan shall, after the expiration of such Interest Period and during the continuation of such
Event of Default or after acceleration, bear interest at a rate per annum equal to the Base Rate plus 2%. Interest payable under this subsection 2.11(c) shall be payable on demand by the Majority Banks or the applicable Bid Loan Lender, as the case
may be. 
  
 (d) Anything herein to the contrary notwithstanding, the obligations of the Company to
any Bank hereunder shall be subject to the limitation that payments of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by
such Bank would be contrary to the provisions of any law applicable to such Bank limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Bank, and in such event the Company shall pay such Bank interest
at the highest rate permitted by applicable law. 
  
 2.12    Fees. 

 
 (a)    Arrangement, Agency Fees.    The Company shall pay an
arrangement fee to Bank One for its own or any affiliate’s account, and shall pay agency (including bid agency) fees and other sums to the Agent for the Agent’s own account, as required by the letter agreement among the Company, the Agent
and Banc One Capital Markets, Inc. dated July 15, 2002. In addition, the Company shall pay an arrangement fee to The Bank of New York for its own or any affiliate’s account as required by the letter agreement, if any, among the Company, the
Syndication Agent and BNY Capital Markets, Inc. dated July 15, 2002 (collectively, the “Fee Letters”). 
  
 (b)    Facility Fees.    The Company shall pay to the Agent for the account of each Bank a facility fee on the entire portion of such Bank’s Commitment (whether utilized or
unutilized), computed on a quarterly basis in arrears on the last Business Day of each calendar quarter, equal to (i) 0.060% per annum if Level I Status exists, (ii) 0.070% per annum if Level II Status exists, (iii) 0.080% per annum if Level III
Status exists, (iv) 0.100% per annum if Level IV Status exists and (v) 0.125% per annum if Level V Status exists. Such facility fee shall accrue from the Closing Date to the date on which this Agreement is terminated and all of the Obligations
hereunder have been paid in full and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 2002 through the date on which this Agreement is terminated and all of the Obligations
hereunder have been paid in full, with the final payment to be made on the date on which this Agreement is terminated and all of the Obligations hereunder have been paid in full; provided that, in connection with any reduction or termination
of Commitments under Section 2.07, the accrued facility fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the
period from such reduction or termination date to such quarterly payment date. The facility fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more
conditions in Article IV are not met. 

 
 24 








 (c)    Utilization Fee.    The Company shall pay to the
Agent for the account of each Bank a utilization fee (the “Utilization Fee”) on the actual outstanding Loan balance and LC Obligations for all days on which the Combined Utilized Amount exceeds fifty percent (50%) of the Combined
Commitment (or, if all or any part of the Combined Commitment has been terminated, the Combined Commitment in effect immediately prior to such termination), equal to the Applicable Utilization Fee Rate. Such utilization fee shall (i) be computed on
a quarterly basis in arrears on the last Business Day of each calendar quarter during which the Combined Utilized Amount exceeds fifty percent (50%) of the Combined Commitment (or, if all or any part of the Combined Commitment has been terminated,
the Combined Commitment in effect immediately prior to such termination), (ii) accrue for all such days from the Closing Date to the date on which this Agreement is terminated and all of the Obligations hereunder have been paid in full, and (iii) be
payable in arrears on the last Business Day of each such quarter commencing on the last Business Day of the fiscal quarter following the Closing Date through the date on which this Agreement is terminated and all of the Obligations hereunder have
been paid in full, with the final payment, if applicable, to be made on the date on which this Agreement is terminated and all of the Obligations hereunder have been paid in full. 
  
 2.13    Computation of Fees and Interest. 
  
 (a)    All computations of interest for Base Rate Committed Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of interest and fees, including LC Fees, shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Interest and fees shall accrue
during each period during which interest or such fees are computed from the first day thereof to the last day thereof. 
  
 (b)    Each determination of an interest rate by the Agent shall be conclusive and binding on the Company and the Banks in the absence of manifest error. The Agent will, at the request of the Company or
any Bank, deliver to the Company or the Bank, as the case may be, a statement showing the quotations used by the Agent in determining any interest rate. 
  
 (c)    The Agent will, with reasonable promptness, notify the Company and the Banks of each determination of the LIBO Rate;
provided that any failure to do so shall not relieve the Company of any liability hereunder or provide the basis for any Event of Default or any claim against the Agent. Any change in the interest rate payable on the Offshore Rate Committed
Loans or in the facility fees payable under Section 2.12(b) resulting from a change in the Company’s senior unsecured long-term debt ratings shall become effective and shall apply to any such Loans then outstanding or to such fees as of the
opening of business on the day on which such change in the Company’s debt ratings becomes effective. The Agent will with reasonable promptness notify the Company and the Banks of the effective date and the amount of each such change,
provided that any failure to do so shall not relieve the Company of any liability hereunder or provide the basis for any Event of Default or any claim against the Agent. 
  
 2.14    Payments by the Company. 
  
 (a)    All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company
shall be made to the Agent for the account of the Banks at the Agent’s Payment 

 
 25 








 Office, and shall be made in dollars and in immediately available funds, no later than 12:00 noon (Chicago time) on the
date specified herein . The Agent will promptly distribute to each Bank its Pro Rata Share (except in the case of Reimbursement Obligations for which the LC Issuers have not been fully indemnified by the Banks, or as otherwise specifically required
hereunder) of such payment in like funds as received. Any payment received by the Agent later than 12:00 noon (Chicago time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to
accrue. 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 the Company to the LC Issuers pursuant to Section 2.17(f).

  
 (b)    Subject to the provisions set forth in the definition of
“Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or
fees, as the case may be. 
  
 (c)    Unless the Agent receives notice from the
Company prior to the date on which any payment is due to the Banks that the Company will not make such payment in full as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date in immediately
available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Company has not made such payment
in full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Bank until the date
repaid. 
  
 2.15    Payments by the Banks to the Agent. 
  
 (a)    Unless the Agent receives notice from a Bank on or prior to the Closing Date or, with respect
to any Borrowing after the Closing Date, prior to 11:00 a.m. (Chicago time) on the date of such Borrowing, that such Bank will not make available as and when required hereunder to the Agent for the account of the Company the amount of that
Bank’s Loan comprising a Borrowing, the Agent may assume that each Bank has made such amount available to the Agent in immediately available funds on the Borrowing Date and the Agent may (but shall not be so required), in reliance upon such
assumption, make available to the Company on such date a corresponding amount. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made
available to the Company such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of the Agent
submitted to any Bank with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Bank’s Loan on the date of Borrowing
for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the Borrowing Date, the Agent will notify the Company of such failure to fund and, upon demand by the Agent, the Company shall pay
such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such
Borrowing. 

 
 26 








 (b)    The failure of any Bank to make any Committed Loan on any Borrowing Date shall
not relieve any other Bank of any obligation hereunder to make a Committed Loan on such Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Committed Loan to be made by such other Bank on any Borrowing
Date. 
  
 2.16    Sharing of Payments, Etc.    If, other than as
expressly provided in Section 3.08 or 10.08 hereof, any Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata
Share, such Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Banks such participations in the Committed Loans made by them as shall be necessary to cause such purchasing Bank to share the excess payment pro
rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Bank, such purchase shall to that extent be rescinded and each other Bank shall repay to the purchasing
Bank the purchase price paid therefor, together with an amount equal to such paying Bank’s ratable share (according to the proportion of (i) the amount of such paying Bank’s required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Company agrees that any Bank so purchasing a participation from another Bank may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully as if such Bank were the direct creditor of the Company in the amount of such
participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Banks following any such purchases or repayments. Any
Bank having outstanding both Committed Loans and Bid Loans at any time a right of set-off is exercised by such Bank shall apply the proceeds of such set-off first to such Bank’s Committed Loans, until its Committed Loans are reduced to zero,
and thereafter to its Bid Loans. 
  
 2.17    Facility LCs. 
  
 (a)    Issuance.    Each LC Issuer hereby agrees, on the terms and
conditions set forth in this Agreement, to issue standby and commercial letters of credit (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 Revolving Termination Date upon the request of the Company; provided that immediately after each such Facility LC is issued or
Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $25,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Combined Commitment. No Facility LC shall have an expiry date later than the
earlier of (x) the fifth Business Day prior to the Revolving Termination Date and (y) one year after its issuance. 
  
 (b)    Participations.    Upon the issuance or Modification by any LC Issuer of a Facility LC in accordance with this Section 2.17, such LC Issuer shall be deemed, without
further action by any party hereto, to have unconditionally and irrevocably sold to each Bank, and each Bank 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. 

 
 27 








 (c)    Notice.    Subject to Section 2.17(a), the Company
shall give the applicable LC Issuer notice prior to 10:00 a.m. (Chicago time) at least five Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, 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, the applicable LC Issuer shall promptly
notify the Agent, and the Agent shall promptly notify each Bank, of the contents thereof and of the amount of such Bank’s participation in such proposed Facility LC. The issuance or Modification by any LC Issuer of any Facility LC shall, in
addition to the conditions precedent set forth in Article IV (the satisfaction of which no LC Issuer shall have any duty to ascertain), be subject to the conditions precedent that such Facility LC shall be satisfactory to the applicable LC Issuer
and that the Company shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Facility LC as the applicable 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. 
  
 (d)    LC Fees.    The Company shall pay to the Agent, for the account of the Banks ratably in accordance
with their respective Pro Rata Shares, (i) with respect to each standby Facility LC, a letter of credit fee at a per annum rate equal to the Applicable Margin for such standby Facility LC in effect from time to time multiplied by the average daily
undrawn stated amount under such standby Facility LC, such fee to be payable in arrears on each Payment Date, and (ii) with respect to each commercial Facility LC, a one-time letter of credit fee in an amount equal to the Applicable Margin at such
time for such commercial Facility LC multiplied by the initial stated amount (or, with respect to a Modification of any such commercial 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 Company shall also pay to each LC Issuer for its own account (x) at the time of issuance of each Facility LC, a fronting fee in
an amount to be agreed upon between such LC Issuer and the Company, and (y) 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. 
  
 (e)    Administration;
Reimbursement by Banks.    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 Agent shall promptly notify the Company
and each other Bank as to the amount to be paid by the applicable LC Issuer as a result of such demand and the proposed payment date (the “LC Payment Date”). The responsibility of the LC Issuers to the Company and each Bank 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 issued by it as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful
misconduct by the applicable LC Issuer, each Bank shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse the applicable LC Issuer on demand for (i) such
Bank’s Pro Rata Share of the amount of each payment made by the applicable LC Issuer under each Facility LC to the extent such amount is not reimbursed by the
 

 
 28 








 
Company pursuant to Section 2.17(f) below, plus (ii) interest on the foregoing amount to be reimbursed by such Bank, for each day from the date of the applicable LC Issuer’s demand for such
reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on such date, from the next succeeding Business Day) to the date on which such Bank pays the amount to be reimbursed by it, at a rate of interest per annum equal to the
Federal Funds Effective Rate for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Committed Loans. 
  
 (f)    Reimbursement by Company.    The Company shall be irrevocably and unconditionally obligated to
reimburse the applicable 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 issued by it, without presentment, demand, protest or other formalities of any kind;
provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful
misconduct or gross negligence of the applicable LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the applicable 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 the Company shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to (x) the Base Rate for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the Base Rate for such day if such day falls after such LC Payment
Date. Each LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC
issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.17(e). Subject to the terms and conditions of this Agreement (including without limitation the
submission of a Borrowing Notice in compliance with Section 2.03 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Company may request a Committed Loan hereunder for the purpose of satisfying any Reimbursement
Obligation. 
  
 (g)    Obligations Absolute.    The
Company’s obligations under this Section 2.17 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Company may have or have had against any LC Issuer,
any Bank or any beneficiary of a Facility LC. The Company further agrees with the LC Issuers and the Banks that the LC Issuers and the Banks shall not be responsible for, and the Company’s Reimbursement Obligation in respect of any Facility LC
shall not be affected by, among other things, 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 any dispute between or
among the Company, any of its Affiliates, the beneficiary of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the Company 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 Company agrees that any action taken or omitted by any LC Issuer or any Bank under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or
 

 
 29 








 
willful misconduct, shall be binding upon the Company and shall not put any LC Issuer or any Bank under any liability to the Company. Nothing in this Section 2.17(g) is intended to limit the
right of the Company to make a claim against any LC Issuer for damages as contemplated by the proviso to the first sentence of Section 2.17(f). 
  
 (h)    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 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 Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Banks 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 2.17, 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 Majority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Banks and any future holders of a participation in any Facility LC. 
  
 (i)    Indemnification.    The Company hereby agrees to indemnify and hold
harmless each Bank, 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 Bank, such LC Issuer or the Agent may
incur (or which may be claimed against such Bank, 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 (i) the failure of any other Bank to fulfill or
comply with its obligations to any LC Issuer hereunder (but nothing herein contained shall affect any rights the Company may have against any defaulting Bank) or (ii) by reason of or on account of any 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 the applicable LC Issuer, evidencing the appointment of such successor Beneficiary; provided that the Company shall not be required to indemnify any Bank, 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 any LC Issuer in determining whether a request presented under any Facility LC complied with the terms
of such Facility LC or (y) any 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 2.17(i) is intended to limit
the obligations of the Company under any other provision of this Agreement. 
  
 (j)    Banks’ Indemnification.    Each Bank 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 Company) against any cost, expense
 

 
 30 








 
(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 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 the Facility LC) that such indemnitees may suffer or incur in connection with this Section
2.17 or any action taken or omitted by such indemnitees hereunder. 
  
 (k)    Facility LC Collateral Account.    The Company agrees that it will, upon the request of the Agent or the Majority Banks and until the final expiration date of any Facility LC and
thereafter as long as any amount is payable to any LC Issuer or the Banks in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Agent (the “Facility LC Collateral Account”) at the
Agent’s office at the address specified pursuant to Section 10.02, in the name of such Company but under the sole dominion and control of the Agent, for the benefit of the Banks and in which such Company shall have no interest other than as set
forth in Section 8.02. The Company hereby pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Banks and the LC Issuers, a security interest in all of the Company’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 Obligations. The Agent will invest any funds on deposit from time to time in the Facility LC
Collateral Account in certificates of deposit of Bank One having a maturity not exceeding 30 days. Nothing in this Section 2.17(k) shall either obligate the Agent to require the Company 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 8.02. 
  
 (l)    Rights as a Bank.    In its capacity as a Bank, each LC Issuer shall have the same rights and obligations as any other Bank. 

 
 ARTICLE III 
  
 TAXES, YIELD PROTECTION AND ILLEGALITY 
  
 3.01    Taxes.

  
 (a)    Subject to subsection 3.01(f), any and all payments by the Company to
each Bank, each LC Issuer or the Agent under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for, any Taxes. In addition, the Company shall pay all Other Taxes. 

 
 (b)    Subject to subsection 3.01(f), the Company agrees to indemnify and hold harmless
each Bank, each LC Issuer and the Agent for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by the Banks, the LC Issuers or the Agent and any
liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within
30 days after the date any Bank, any LC Issuer or the Agent makes written demand therefor. If the Company in good faith determines that any such Taxes or Other Taxes for which indemnification has been sought hereunder are not due or owing
 

 
 31 








 
or otherwise correctly assessed, each Bank, each LC Issuer or Agent at the request of the Company, or the Company at the election of each Bank, LC Issuer or Agent following any such request, in
either case at the expense of the Company, shall by appropriate means file for a refund or otherwise contest the payment of such Taxes or Other Taxes, provided that any such filing or contest does not result in any penalty, lien or other liability
to any Bank, any LC Issuer or Agent for which the Company has not provided a satisfactory undertaking to indemnify and hold the any Bank, any LC Issuer or the Agent harmless. The Banks, the LC Issuers and the Agent agree to provide reasonable
cooperation to the Company in connection with any such filing or contest, at the Company’s expense and, if the Company has paid any such Tax or Other Tax or compensated the Banks, the LC Issuers or Agent with respect thereto, any refund thereof
shall belong and be remitted to the Company. 
  
 (c)    If the Company shall be
required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any Bank, any LC Issuer or the Agent, then, subject to subsection 3.01(f): 
  
 (i)    the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including
deductions and withholdings applicable to additional sums payable under this Section) such Bank, 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 or withholdings been
made; 
  
 (ii)    the Company shall make such deductions and withholdings;

  
 (iii)    the Company shall pay the full amount deducted or withheld to the
relevant taxing authority or other authority in accordance with applicable law; and 
  
 (iv)    the Company shall also pay to each Bank, each LC Issuer or the Agent for the account of such Bank or such LC Issuer, as applicable, at the time interest is paid, all additional amounts which the respective
Bank or the respective LC Issuer specifies as necessary to preserve the after-tax yield such Bank or such LC Issuer would have received if such Taxes or Other Taxes had not been imposed. 
  
 (d)    Within 30 days after the date of any payment by the Company of Taxes or Other Taxes, the Company shall furnish the Agent the
original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Agent. 
  
 (e)    Each Bank which is a foreign person (i.e., a person other than a United States person for United States Federal income tax purposes) agrees that: 
  
 (i) it shall, no later than the Closing Date (or, in the case of a Bank which becomes a party hereto pursuant to Section
10.08 after the Closing Date, the date upon which the Bank becomes a party hereto) deliver to the Company through the Agent two accurate and complete signed originals of Internal Revenue Service Form W-8 BEN or any successor thereto (“Form W-8
BEN”), or two accurate and complete signed originals of Internal Revenue Service Form W-8 ECI or any successor thereto (“Form W-8 ECI”), as appropriate, in each case indicating that the Bank is on the date of delivery thereof entitled
to receive payments of principal, interest and fees under this Agreement free from withholding of United States Federal income tax; 

 
 32 








 (ii)    if at any time the Bank makes any changes necessitating a new Form W-8 BEN or
Form W-8 ECI, it shall with reasonable promptness deliver to the Company through the Agent in replacement for, or in addition to, the forms previously delivered by it hereunder, two accurate and complete signed originals of Form W-8 BEN; or two
accurate and complete signed originals of Form W-8 ECI, as appropriate, in each case indicating that the Bank is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Agreement free from withholding
of United States Federal income tax; 
  
 (iii)    it shall, before or promptly
after the occurrence of any event (including the passing of time) requiring a change in or renewal of the most recent Form W-8 BEN or Form W-8 ECI previously delivered by such Bank, deliver to the Company through the Agent two accurate and complete
original signed copies of Form W-8 BEN or Form W-8 ECI in replacement for the forms previously delivered by the Bank; and 
  
 (iv)    it shall, promptly upon the Company’s or the Agent’s reasonable request to that effect, deliver to the Company or the Agent (as the case may be) such other forms or similar documentation
as may be required from time to time by any applicable law, treaty, rule or regulation in order to establish such Bank’s tax status for withholding purposes. 
  
 (f)    The Company will not be required to indemnify, hold harmless or pay any additional amounts in respect of United States Federal
income tax pursuant to subsection 3.01(c) to any Bank for the account of any Lending Office of such Bank: 
  
 (i)    if the obligation to indemnify, hold harmless or pay such additional amounts would not have arisen but for a failure by such Bank to comply with its obligations (if any) under subsection 3.01(e) in respect
of such Lending Office; 
  
 (ii)    if such Bank shall have delivered to the
Company a Form W-8 BEN in respect of such Lending Office pursuant to subsection 3.01(e), and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by the
Company hereunder for the account of such Lending Office for any reason other than a change in United States law or regulations or in the official interpretation of such law or regulations by any governmental authority charged with the
interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form W-8 BEN; or 
  
 (iii)    if the Bank shall have delivered to the Company a Form W-8 ECI in respect of such Lending Office pursuant to subsection 3.01(e), and such Bank shall not at any time be
entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by the Company hereunder for the account of such Lending Office for any reason other than a change in United States law or regulations or
any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after
the date of delivery of such Form W-8 ECI. 

 
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 (g)    If the Company is required to pay additional amounts to any Bank, any LC
Issuer or the Agent pursuant to subsection (c) of this Section, then such Bank shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional
payment by the Company which may thereafter accrue, if such change in the judgment of such Bank is not otherwise disadvantageous to such Bank. 
  
 (h)    Each Bank agrees to promptly notify the Company of the first written assessment of any Taxes payable by the Company hereunder which is received by such Bank, provided
that failure to give such notice shall not in any way prejudice the Bank’s rights under Section 3.01 hereof. The Company shall not be obligated to pay any Taxes under Section 3.01 which are assessed against any Bank if the statute of
limitations applicable thereto (as same may be extended from time to time by agreement between such Bank and the relevant Governmental Authority) has lapsed. Additionally, the Company shall not be obligated to pay any penalties, interest, additions
to tax or expenses with respect to any final assessment of Taxes against any Bank (i) unless such Bank shall have first notified the Company in writing of such final assessment, and (ii) which are attributable to periods exceeding 90 days prior to
the date of receipt by the Company of such notice. 
  
 3.02    Illegality. 

 
 (a)    If any Bank determines that the introduction of any Requirement of Law, or any
change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or any central bank or other Governmental Authority has asserted that it is unlawful, for any Bank or its applicable
Lending Office to make Offshore Rate Loans, then, on notice thereof by the Bank to the Company through the Agent, any obligation of that Bank to make additional Offshore Rate Loans (including in respect of any LIBOR Bid Loan as to which the Company
has accepted such Bank’s Competitive Bid, but as to which the Borrowing Date has not arrived) shall be suspended until the Bank notifies the Agent and the Company that the circumstances giving rise to such determination no longer exist.

  
 (b)    If a Bank determines that it is unlawful to maintain any Offshore Rate
Loan, the Company shall, upon its receipt of notice of such fact and demand from such Bank, (with a copy to the Agent) prepay in full such Offshore Rate Loans of that Bank then outstanding, together with interest accrued thereon and amounts required
under Section 3.04, either on the last day of the Interest Period thereof, if the Bank may lawfully continue to maintain such Offshore Rate Loans to such day, or immediately, if the Bank may not lawfully continue to maintain such Offshore Rate Loan.
If the Company is required to so prepay any Offshore Rate Committed Loan, then concurrently with such prepayment, the Company shall borrow from the affected Bank, and the affected Bank shall lend to the Company, in the amount of such repayment, a
Base Rate Committed Loan. 
  
 (c)    If the obligation of any Bank to make or
maintain Offshore Rate Committed Loans has been so terminated or suspended, the Company may elect, by giving notice to the Bank through the Agent that all Loans which would otherwise be made by the Bank as Offshore Rate Committed Loans shall be
instead Base Rate Committed Loans. 

 
 34 








 (d)    Before giving any notice to the Agent under this Section, the affected Bank
shall designate a different Lending Office with respect to its Offshore Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Bank, be illegal or otherwise
disadvantageous to the Bank in such Bank’s reasonable judgment. 
  
 3.03    Increased
Costs and Reduction of Return. 
  
 (a)    If any Bank or any LC Issuer
determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the Closing Date or (ii) the compliance by that Bank or that LC Issuer with any guideline or request from any central
bank or other Governmental Authority (whether or not having the force of law) after the Closing Date, there shall be any increase in the cost to such Bank or such LC Issuer of agreeing to make or making, funding or maintaining any Offshore Rate
Loans or issuing or maintaining Facility LCs, as the case may be, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank or
such LC Issuer, as the case may be, additional amounts as are sufficient to compensate such Bank or such LC Issuer for such increased costs. 
  
 (b)    If any Bank or any LC Issuer shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date
in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or
administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any change in any Capital Adequacy Regulation after the Closing Date, affects the amount of capital required to be maintained
by any Bank or any LC Issuer or any corporation controlling any Bank or any LC Issuer and (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy and such Bank’s desired return on
capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits, LC Obligations or obligations under this Agreement, then, upon demand of such Bank or such LC Issuer to the Company through the
Agent, the Company shall pay to the applicable Bank or the applicable LC Issuer, as the case may be, from time to time as specified by such Bank or such LC Issuer, additional amounts sufficient to compensate such Bank or such LC Issuer for such
increase. 
  
 (c)    The Company shall not be obligated to pay any amounts under
subsection 3.03(a) or (b) to any Bank or any LC Issuer (i) unless such Bank or such LC Issuer shall have first notified the Company in writing that it intends to seek compensation from the Company pursuant to such subsection, and (ii) which are
attributable to periods exceeding 90 days prior to the date of receipt by the Company of such notice. 
  
 3.04    Funding Losses.    The Company shall reimburse each Bank and hold each Bank harmless from any direct loss or expense (but excluding any consequential loss or expense) which the
Bank may sustain or incur as a consequence of: 
  
 (a)    the failure of the
Company to make on a timely basis any payment required hereunder of principal of any Offshore Rate Loan; 

 
 35 








 (b)    the failure of the Company to borrow a Bid Loan after the Agent has notified a
Bank pursuant to subsection 2.06(g)(i) that its Competitive Bid has been accepted by the Company, or the failure of the Company to borrow, continue or convert a Committed Loan after the Company has given (or is deemed to have given) a Notice of
Borrowing or a Notice of Conversion/Continuation; 
  
 (c)    the failure of the
Company to make any prepayment of any Committed Loan in accordance with any notice delivered under Section 2.08; 
  
 (d)    the prepayment (including pursuant to Sections 2.08 or 2.09) or payment after acceleration thereof following an Event of Default of any Offshore Rate Loan or Absolute Rate Bid Loan on a day that is not the
last day of the relevant Interest Period; or 
  
 (e)    the automatic conversion
under the proviso contained in Section 2.04(a) or under the proviso contained in Section 2.08 of any Offshore Rate Committed Loan to a Base Rate Committed Loan on a day that is not the last day of the relevant Interest Period; 

 
 including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its
Offshore Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Company to the Banks under this Section and under subsection 3.03(a), each Offshore Rate
Committed Loan made by a Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBO Rate by a matching deposit or other borrowing in the interbank eurodollar market for a
comparable amount and for a comparable period, whether or not such Offshore Rate Committed Loan is in fact so funded. 
  
 3.05    Inability to Determine Rates.    If the LIBO Rate applicable pursuant to subsection 2.11(a) for any requested Interest Period with respect to a proposed Offshore Rate Loan does
not adequately and fairly reflect the cost to the Banks of funding such Loan, the Agent will promptly so notify the Company and each Bank. Thereafter, the obligation of the Banks to make additional Offshore Rate Loans hereunder shall be suspended
until the Agent upon the instruction of the Majority Banks revokes such notice in writing. Upon receipt of such notice, the Company without cost or expense may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it.
If the Company does not revoke such Notice, the Banks shall make, convert or continue the Committed Loans, as proposed by the Company, in the amount specified in the applicable notice submitted by the Company, but such Committed Loans shall be made,
converted or continued as Base Rate Committed Loans instead of Offshore Rate Committed Loans. 
  
 3.06    Reserves on Offshore Rate Committed Loans.    The Company shall pay to each Bank, as long as such Bank shall be required under regulations of the FRB to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Offshore Rate Committed Loan equal to
the actual costs of such reserves allocated to such Committed Loan by the Bank (as reasonably determined by the Bank), payable on each date on which interest is payable on such Committed Loan, provided the Company shall have received at least 30
days’ prior written notice (with a copy to the Agent) of such additional interest from the Bank. If a Bank fails to give notice 30 days prior to the relevant Interest 

 
 36 








 
Payment Date, such additional interest shall be payable 30 days from receipt of such notice. No Bank shall be entitled to additional interest under this Section 3.06 accruing more than 90 days
prior to the date of receipt by the Company of notice requesting payment thereof. 
  
 3.07    Certificates of Banks.    Any Bank or any LC Issuer claiming reimbursement or compensation under this Article III shall deliver to the Company (with a copy to the Agent) a
certificate setting forth in reasonable detail the amount payable to such Bank or such LC Issuer hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error unless the Company shall have notified
such Bank or such LC Issuer of its objection to such certificate (with a copy to the Agent) within 30 days of the Company’s receipt of such claim. 
  
 3.08    Substitution of Banks.    Upon the receipt by the Company from any Bank (an “Affected Bank”) of a claim for compensation under
Section 3.01, 3.02 or 3.03, the Company may: (i) request the Affected Bank to use its reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Company and the Agent and meeting the qualifications of an Eligible
Assignee to acquire and assume all or a ratable part of all of such Affected Bank’s Committed Loans and Commitment (a “Replacement Bank”); (ii) request one or more of the other Banks to acquire and assume all or part of such
Affected Bank’s Committed Loans and Commitment (but no other Bank shall be required to do so); or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written
consent of the Agent (which consent shall not be unreasonably withheld). Any transfer arising under this Section 3.08 shall comply with the requirements of Section 10.08 and on the date of transfer the Affected Bank shall be entitled to all sums
payable to it hereunder on such date including, outstanding principal, accrued interest and fees, and other sums (including amounts payable under Section 3.04(d)) arising under the provisions of this Agreement with reference to such Committed Loans.

  
 3.09    Survival.    The agreements and obligations of the Company
in this Article III shall survive the payment of all other Obligations. 
  
 ARTICLE IV 
  
 CONDITIONS PRECEDENT 
  
 4.01    Conditions to Effectiveness of Commitments.    The obligation of each Bank and each LC Issuer to make its initial Credit Extension hereunder, and of each Bank to receive
through the Agent the initial Competitive Bid Request, is subject to and shall become effective when the Agent shall have received on or before the Closing Date all of the following, in form and substance satisfactory to the Agent, each Bank and
each LC Issuer, and in sufficient copies for each Bank and each LC Issuer: 
  
 (a)    Credit Agreement; Notes.    This Agreement (and, if requested, Notes for each such requesting Bank) properly executed; 
  
 (b)    Resolutions; Incumbency. 
  
 (i)    Copies of the resolutions of the board of directors (or appropriate committee thereof) of the Company authorizing the
transactions contemplated hereby, 

 
 37 








 
certified as of the Closing Date by the Secretary, Assistant Secretary or other appropriate officer of the Company; and 
  
 (ii)    A certificate of the Secretary, Assistant Secretary or other appropriate officer of the Company certifying the names and true
signatures of the officers of the Company authorized to execute, deliver and perform, this Agreement, and all other Loan Documents to be delivered by it hereunder; 
  
 (c)    Organization Documents; Good Standing.    Each of the following documents: 

 
 (i)    the articles or certificate of incorporation and the bylaws of the Company as in
effect on the Closing Date, certified by the Secretary, Assistant Secretary or other appropriate officer of the Company as of the Closing Date; and 
  
 (ii)    a good standing certificate dated within five (5) days of the Closing Date for the Company from the Secretary of State (or
similar, applicable Governmental Authority) of its state of incorporation; 
  
 (d)    Legal Opinions.    An opinion of Anthony C. Scarfone, General Counsel to the Company and addressed to the Agent and the Banks, substantially in the form of Exhibit H;

  
 (e)    Payment of Fees.    Evidence of payment by
the Company of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 2.12; 
  
 (f)    Certificate.    A certificate signed on behalf of the Company by the
Company’s chief executive officer, chief financial officer or treasurer, dated as of the Closing Date, stating that: 
  
 (i)    the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; 
  

(ii)    no Default or Event of Default exists or would result from the initial Credit Extension; and 
  
 (iii)    there has occurred since December 31, 2001, no event or circumstance that has resulted or
would reasonably be expected to result in a material change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole. 

 
 (g)    Existing Credit Facility.    Evidence satisfactory to the
Agent that the Existing Credit Agreement shall have been or shall simultaneously on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the
lenders or agents thereunder shall have been, or shall simultaneously with the effectiveness of this Agreement and the 364-Day Credit Agreement be, paid in full. 

 
 38 








 (h)    364-Day Credit Agreement.    Evidence satisfactory
to the Agent that the 364-Day Credit Agreement shall have been duly executed by all parties thereto. 
  
 (i)    LC Application.    If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. 
  
 (j)    Other Documents.    Such other approvals, opinions, documents or
materials as the Agent or any Bank may reasonably request. 
  
 4.02    Conditions to All
Credit Extensions.    The obligation of each Bank and each LC Issuer to make any Credit Extension to be made by it, or any Bid Loan as to which the Company has accepted the relevant Competitive Bid (including its initial
Loan), or to continue or convert any Committed Loan under Section 2.04 is subject to the satisfaction of the following conditions precedent on the relevant Credit Extension Date or Conversion/Continuation Date: 
  
 (a)    Notice of Borrowing or Conversion/Continuation.    As to any
Committed Loan, the Agent shall have received (with, in the case of the initial Loan only, a copy for each Bank) a Notice of Borrowing or a Notice of Conversion/Continuation, as applicable; 
  
 (b)    Facility LC Application.    As to any Facility LC, the applicable LC Issuer shall have received the
Facility LC Application and all other notices specified in Section 2.17(c); 
  
 (c)    Continuation of Representations and Warranties.    The representations and warranties in Article V (excluding those contained in Section 5.11(b)) shall be true and correct on and
as of such Credit Extension Date or Conversion/Continuation Date with the same effect as if made on and as of such Credit Extension Date or Conversion/Continuation Date (except to the extent such representations and warranties expressly refer to an
earlier date, in which case they shall be true and correct as of such earlier date); and 
  
 (d)    No Existing Default.    No Default or Event of Default shall exist or shall result from such Credit Extension or continuation or conversion. 
  
 Each Notice of Borrowing, Notice of Conversion/Continuation, Competitive Bid Request and request for issuance of a Facility LC submitted by the Company hereunder
shall constitute a representation and warranty by the Company hereunder, as of the date of each such notice or request and as of each Credit Extension Date, Conversion/Continuation Date or issuance date of a Facility LC, as applicable, that the
conditions in Section 4.02 are satisfied. 
  
 ARTICLE V 
  
 REPRESENTATIONS AND WARRANTIES 
  
 The
Company represents and warrants to the Agent and each Bank that: 
  
 5.01    Corporate
Existence and Power.    The Company and each of its Material Subsidiaries: 
  
 (a)    is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; 

 
 39 








 (b)    has the power and authority and all governmental licenses, authorizations,
consents and approvals to own its assets, carry on its business (except where the failure to have any such governmental license, authorization, consent or approval would not reasonably be expected to have a Material Adverse Effect) and as to the
Company only, to execute, deliver, and perform its obligations under the Loan Documents; 
  
 (c)    is duly qualified as a foreign corporation and is licensed and in good standing under the laws of each jurisdiction except where the failure to so qualify or to be so licensed or in good standing would
preclude it from enforcing its rights with respect to any of its assets or expose it to any liability, and which, in either case, would reasonably be expected to have a Material Adverse Effect; and 
  
 (d)    is in all material respects in compliance with the Requirements of Law except to the extent
that the failure to do so would not reasonably be expected to have a Material Adverse Effect. 
  
 5.02    Corporate Authorization; No Contravention.    The execution, delivery and performance by the Company of this Agreement and each other Loan Document to which the Company is party,
have been duly authorized by all necessary corporate action, and do not and will not: 
  
 (a)    contravene the terms of any of the Company’s Organization Documents; 
  
 (b)    conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which the Company is a party or any order,
injunction, writ or decree of any Governmental Authority to which the Company or its property is subject except where such conflict, breach, contravention or Lien would not reasonably be expected to have a Material Adverse Effect; or 

 
 (c)    violate any Requirement of Law. 
  
 5.03    Governmental Authorization.    No approval, consent, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company of the Agreement or any other Loan Document.

  
 5.04    Binding Effect.    This Agreement and each other Loan
Document to which the Company is a party constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. 
  
 5.05    Litigation.    Except as specifically disclosed in Schedule 5.05, there are no actions, suits, proceedings, claims or disputes pending, or
to the best knowledge of the Company, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, against the Company, or its Subsidiaries or any of their respective properties which: 
  
 (a)    purport to affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby or thereby; or 

 
 40 








 (b)    would reasonably be expected to have a Material Adverse Effect. 

 
 No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to
enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided. 
  
 5.06    No Default.    At the Closing Date and at the time of any Credit Extension, no
Default or Event of Default exists or would result from the incurring of any Obligations by the Company. As of the Closing Date, neither the Company nor any Subsidiary is in default under or with respect to any Contractual Obligation in any respect
which, individually or together with all such defaults, would reasonably be expected to have a Material Adverse Effect, or that would, if such default had occurred after the Closing Date, create an Event of Default under subsection 8.01(e).

  
 5.07    ERISA Compliance.    Except as specifically disclosed in
Schedule 5.07: 
  
 (a)    Each Plan is in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or state law except where non-compliance would not reasonably be expected to result in a Material Adverse Effect. Each Plan which is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS or, if otherwise, the failure to apply for or receive a favorable determination letter would not reasonably be expected to have a Material Adverse Effect. To the best
knowledge of the Company, nothing has occurred which would cause the loss of qualification the effect of which would reasonably be expected to result in a Material Adverse Effect. The Company and each ERISA Affiliate has made all required
contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan when the failure to make such
contribution or when such application or extension would reasonably be expected to result in a Material Adverse Effect. 
  
 (b)    There are no pending or, to the best knowledge of Company, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or would
reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has resulted or would reasonably be expected to result in a
Material Adverse Effect. 
  
 (c)    (i) No ERISA Event has occurred or is
reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension
Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section
4069 or 4212(c) of ERISA that, in the 

 
 41 








 
case of any of clauses (i) through (v), would reasonably be expected to result in a Material Adverse Effect. 
  
 5.08    Use of Proceeds; Margin Regulations.    The proceeds of the Credit Extensions are to be used solely for the purposes
set forth in and permitted by Section 6.12 and Section 7.05. Neither the Company nor any Subsidiary is generally engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin
Stock. 
  
 5.09    Title to Properties.    The Company and each
Subsidiary have good record and marketable title in fee simple to, or to their knowledge valid leasehold interests in, all real property necessary for the ordinary conduct of their respective businesses, except for such defects in title as would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens. 
  
 5.10    Taxes.    The Company and its Subsidiaries have filed all Federal and other
material tax returns and reports required to be filed, and have paid all Federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable,
except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP or where failure to file such return or to pay any such tax would not reasonably be expected
to have a Material Adverse Effect. There is no proposed tax assessment against the Company or any Subsidiary that would, if made, have a Material Adverse Effect. 
  
 5.11    Financial Condition.    The audited consolidated financial statements of the Company and its Subsidiaries dated December 31, 2001, and the
unaudited consolidated financial statements dated June 30, 2002, and the related consolidated statements of income or operations, balance sheet and cash flows for the fiscal year or the fiscal quarter, respectively, ended on that date: 

 
 (i)    were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, subject to ordinary, good faith year end audit adjustments in the case of such unaudited statements; 
  
 (ii)    fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and results of operations for
the period covered thereby; and 
  
 (iii)    show all material Indebtedness and
other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations except for Indebtedness and other liabilities, the
existence of which would not have a Material Adverse Effect. 
  
 (b)    Since
December 31, 2001, there has been no Material Adverse Effect. 
  
 5.12    Environmental
Matters.    The Company conducts in the ordinary course of business a review of the effect of existing Environmental Laws and existing Environmental Claims on its 

 
 42 








 
business, operations and properties, and as a result thereof the Company has reasonably concluded that, except as specifically disclosed in Schedule 5.12, such Environmental Laws and
Environmental Claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
  
 5.13    Regulated Entities.    None of the Company, any Person controlling the Company, or any Subsidiary, is an “Investment Company” within the meaning of the Investment
Company Act of 1940. The Company is not subject to any other Federal or state statute or regulation limiting its ability to incur Indebtedness. 
  
 5.14    No Burdensome Restrictions.    Neither the Company nor any Subsidiary is a party to or bound by any Contractual Obligation, or subject to any
restriction in any Organization Document, or any Requirement of Law, which would reasonably be expected to have a Material Adverse Effect. 
  
 5.15    Copyrights, Patents, Trademarks and Licenses, etc.    Except as disclosed in Schedule 5.15, the Company or its Subsidiaries own or are licensed or otherwise have the
right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without conflict with the
rights of any other Person except where the failure to own, be licensed to or otherwise have the right to use the same would not have a Material Adverse Effect. To the best knowledge of the Company, no material slogan or other advertising device,
product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person where any such infringement would reasonably be
expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 5.05, no claim or litigation regarding any of the foregoing is pending or to the knowledge of the Company threatened, which would reasonably be expected
to have a Material Adverse Effect. 
  
 5.16    Subsidiaries.    As of
the Closing Date, the Company has no Subsidiaries other than those specifically disclosed in part (a) of Schedule 5.16 hereto and has no material equity investments in any other corporation or entity other than those specifically disclosed in
part (b) of Schedule 5.16. 
  
 5.17    Insurance.    The
properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance or reinsurance companies, in such amounts, with such deductibles and covering such risks as are believed by the Company to be adequate in the
exercise of its reasonable business judgment. 
  
 5.18    Full
Disclosure.    None of the representations or warranties made by the Company in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any
exhibit, financial report or statements or certificate furnished by or on behalf of the Company in connection with the Loan Documents, contains any untrue statement of a material fact or omits any material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered. 

 
 43 








  
 ARTICLE VI 
  
 AFFIRMATIVE COVENANTS 
  
 So long as any
Bank shall have any Commitment hereunder, or any Loan or other Obligation (other than indemnification) shall remain unpaid or unsatisfied, unless the Majority Banks waive compliance in writing: 
  

6.01    Financial Statements.    The Company shall deliver to the Agent, in form and detail reasonably satisfactory to
the Agent, with sufficient copies for each Bank: 
  
 (a)    as soon as available,
but not later than the date which is the earlier of (x) 120 days after the end of each fiscal year or (y) five (5) Business Days after the delivery of the following financial statements to the SEC, a copy of the audited consolidated balance sheet of
the Company and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, and accompanied by the opinion of PriceWaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (“Independent Auditor”) which report shall state that such
consolidated financial statements present fairly, in all material respects, the financial position for the periods indicated in conformity with GAAP. Such opinion shall not be qualified or limited because of a restricted or limited examination by
the Independent Auditor of any material portion of the Company’s or any Subsidiary’s records; and 
  
 (b)    as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of income and cash flows for the period commencing on the first day and ending on the last day of such quarter, and certified on behalf of the Company by
a Responsible Officer as fairly presenting, in all material respects and in accordance with GAAP (subject to ordinary, good faith year-end audit adjustments), the financial position and the results of operations of the Company and its consolidated
Subsidiaries. 
  
 6.02    Certificates; Other Information.    The
Company shall furnish to the Agent, with sufficient copies for each Bank: 
  
 (a)    concurrently with the delivery of the financial statements referred to in subsections 6.01(a) and (b), a Compliance Certificate executed by a Responsible Officer on behalf of the Company which certifies
that no Default or Event of Default has occurred and is continuing (except as described therein); 
  
 (b)    promptly, copies of all financial statements and reports that the Company sends to its shareholders, and copies of all financial statements and regular, periodical or special reports (including Forms 10K,
10Q and 8K) that the Company or any Subsidiary may make to, or file with, the SEC; and 
  
 (c)    promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Agent, at the request of any Bank, 

 
 44 








 
may from time to time reasonably request and which materially relates to the ability of the Company to perform under this Agreement. 
  
 6.03    Notices.    Upon obtaining knowledge of any event described below, the Company shall promptly notify the Agent and
each Bank: 
  
 (a)    of the occurrence of any Default or Event of Default;

  
 (b)    of any of the following matters of which a Responsible Officer obtains
knowledge that would result in a Material Adverse Effect: (i) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension
between the Company or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable
Environmental Laws; 
  
 (c)    of the occurrence of any of the following events
affecting the Company or any ERISA Affiliate which would reasonably be expected to result in a Material Adverse Effect (but in no event more than 10 days after a Responsible Officer obtains knowledge of such event), and deliver to the Agent and each
Bank a copy of any notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any ERISA Affiliate with respect to such event: 
  
 (i)    an ERISA Event; 
  
 (ii)    a material increase in the Unfunded Pension Liability of any Pension Plan; 
  

(iii)    the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Company or
any ERISA Affiliate; or 
  
 (iv)    the adoption of any amendment to a Plan
subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability ; 
  
 (d)    of any material change in accounting policies or financial reporting practices by the Company or any of its consolidated Subsidiaries which would reasonably be expected to
materially affect the Company’s consolidated financial reports; and 
  
 (e)    of any change in the Company’s senior unsecured long-term debt ratings as publicly announced by either S&P or Moody’s including placement of such ratings on watch status, provided that
any failure by the Company to give notice of such change shall not affect the Company’s payment obligations hereunder and such failure shall not constitute an Event of Default. 
  
 Each notice under this Section shall be accompanied by a written statement by a Responsible Officer setting forth details of the occurrence referred to therein, and stating what action the Company or
any affected Subsidiary proposes to take with respect thereto and at what time. 

 
 45 








 Each notice under subsection 6.03(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document (if any)
that have been breached or violated. 
  
 6.04    Preservation of Corporate Existence,
Etc.    The Company shall, and shall cause each Material Subsidiary to: 
  
 (a)    preserve and maintain in full force and effect its corporate existence and good standing under the laws of its state or jurisdiction of incorporation; 
  

(b)    to the extent practicable, using reasonable efforts, preserve and maintain in full force and effect all governmental rights,
privileges, qualifications, permits, licenses and franchises necessary or desirable in the normal conduct of its business except (x) when the non-preservation and non-maintenance of such rights, privileges, qualifications, permits, licenses or
franchises would reasonably be expected not to have a Material Adverse Effect or (y) in connection with transactions permitted by Section 7.03 and sales of assets permitted by Section 7.02; 
  
 (c)    use reasonable efforts, in the ordinary course of business, to preserve its business organization and goodwill except when in the
reasonable judgment of the Company it is not economical to do so or where the failure to do so would not reasonably be expected to have a Material Adverse Effect; and 
  
 (d)    to the extent practicable, using reasonable efforts, preserve or renew all of its registered patents, trademarks, trade names and
service marks, except when non-preservation or non-renewal of such patents, trademarks, trade names or service marks would reasonably be expected not to have a Material Adverse Effect. 
  
 6.05    Maintenance of Property.    The Company shall maintain, and shall cause each Subsidiary to maintain, and preserve all
its property which is used or useful in its business in good working order and condition, ordinary wear and tear and casualty loss excepted and make all necessary repairs thereto and renewals and replacements thereof except when in the reasonable
judgment of the Company it is not economical to do so or where the failure to do so would not reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary shall use the standard of care typical in the industry in the
operation and maintenance of its facilities except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. 
  
 6.06    Insurance.    The Company shall maintain, and shall cause each Material Subsidiary to maintain, with financially sound and reputable insurers or
independent reinsurers, insurance with respect to its properties and business against loss or damage of the kinds and in the amounts determined by the Company to be necessary or desirable in the exercise of its reasonable business judgment.

  
 6.07    Payment of Obligations.    The Company shall, and shall
cause each Subsidiary to, pay and discharge as the same shall become due and payable, all their respective obligations and liabilities, including: 
  
 (a)    all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are
being contested in good faith by appropriate 

 
 46 








 
proceedings and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary or unless the failure to pay or discharge would not have a Material Adverse
Effect; 
  
 (b)    all lawful claims which, if unpaid, would by law become a Lien
upon its property except when the failure to pay or discharge would not have a Material Adverse Effect; and 
  
 (c)    all Indebtedness, as and when due and payable (except for such Indebtedness which is contested by the Company or any Subsidiary in good faith or where the failure to pay or discharge would not reasonably be
expected to result in a Material Adverse Effect), but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 
  
 6.08    Compliance with Laws.    The Company shall comply, and shall cause each Subsidiary to comply, in all material
respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act), except such as may be contested in good faith or as to which a bona fide dispute may
exist or where the failure to comply would not have a Material Adverse Effect. 
  
 6.09    Compliance with ERISA.    The Company shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Plan in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state law except where non-compliance would not reasonably be expected to result in a Material Adverse Effect; and (b) make all required contributions to any Plan subject to Section 412 of the Code
except where failure to make any contribution would not reasonably be expected to result in a Material Adverse Effect. 
  
 6.10    Inspection of Property and Books and Records.    The Company shall maintain and shall cause each Material Subsidiary to maintain proper books of record and account, in which
full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company and such Subsidiary. Subject to reasonable safeguards to protect
confidential information, the Company shall permit, and shall cause each Material Subsidiary to permit, representatives and independent contractors of the Agent to visit and inspect any of their respective properties, to examine their respective
corporate, financial and operating records, and make copies thereof or abstracts therefrom, and with respect to the Company but not its Subsidiaries to discuss their respective affairs, finances and accounts with the Company’s directors, senior
officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company. Such inspections and examinations described in the
preceding sentence (i) by or on behalf of any Bank shall, unless occurring at a time when an Event of Default shall be continuing, be at such Bank’s expense and (ii) by or on behalf of the Agent, other than the first such inspection or
examination occurring during any calendar year or any inspections and examination occurring at a time when an Event of Default be continuing, shall be at the Agent’s expense; all other such inspections and visitations shall be at the
Company’s expense and at any time during normal business hours and without advance notice. 

 
 47 








  
 6.11    Environmental Laws.    The
Company shall, and shall cause each Subsidiary to, conduct its operations and keep and maintain its property in compliance with all Environmental Laws except where the failure to comply would not have a Material Adverse Effect. 

 
 6.12    Use of Proceeds.    The Company shall use the proceeds of the Credit
Extensions to refinance outstanding Indebtedness under the Existing Credit Agreement, for commercial paper liquidity support, to repurchase the Company’s capital stock and for other general corporate purposes including Acquisitions not in
contravention of any Requirement of Law or any provision of this Agreement. 
  
 ARTICLE VII 
  
 NEGATIVE COVENANTS 
  
 So long as any Bank shall have any Commitment hereunder, or any Loan or other Obligation (other than indemnification) shall remain unpaid or unsatisfied, unless the Majority Banks waive compliance in writing: 
  
 7.01    Limitation on Liens.    The Company shall not, and shall not suffer or permit any
Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):

  
 (a)    any Lien existing on property of the Company or any Subsidiary on the
Closing Date and set forth in Schedule 7.01 or shown as a liability on the Company’s consolidated financial statements as of June 30, 2002 securing Indebtedness outstanding on such date, provided that the aggregate amount of all
such Indebtedness secured by all such Liens does not exceed $10,000,000; 
  
 (b)    any Lien created under any Loan Document or under any “Loan Document” as defined in the 364-Day Credit Agreement; 
  
 (c)    Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or
to the extent that non-payment thereof is permitted by Section 6.07, provided that no notice of lien has been filed or recorded under the Code; 
  
 (d)    carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the ordinary course of business
which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

  
 (e)    Liens consisting of pledges or deposits required in the ordinary
course of business in connection with workers’ compensation, unemployment insurance and other social security legislation; 
  
 (f)    Liens on the property of the Company or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money),


 
 48 








 
leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course
of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; 
  
 (g)    easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any
case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; 
  
 (h)    Liens on (i) assets of corporations which become Subsidiaries after the date of this Agreement, provided, however,
that such Liens existed at the time the respective corporations became Subsidiaries, and (ii) any assets prior to the acquisition thereof by the Company or any Subsidiary and not created in contemplation of such acquisition, provided,
however, that such Liens do not encumber any other property or assets; 
  
 (i)    purchase money security interests on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of
financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the
property so acquired in such transaction, and (iii) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such property; 
  
 (j)    Liens securing obligations in respect of capital leases on assets subject to such leases; 
  
 (k)    Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account
and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the
depository institution except in either case when such deposit accounts are established or required in the ordinary course of business and would not have a Material Adverse Effect; 
  
 (l)    Any extensions, renewals or replacements of the Liens permitted by clauses (a), (f), (h), (i) and (j) above; and 

 
 (m)    Notwithstanding the provisions of subsections 7.01(a) through (l), there shall be
permitted Liens on property (including Liens which would otherwise be in violation of such subsections), provided that the sum of the aggregate Indebtedness of the Company and its Subsidiaries secured by all Liens permitted under this
subsection (m), excluding the Liens permitted under subsections (a) through (l), shall not exceed an amount equal to 15% of the Company’s total consolidated assets as shown on its consolidated balance sheet for its most recent prior fiscal
quarter. 
  
 7.02    Disposition of Assets.    Except as otherwise
permitted by any other provision of this Agreement, the Company shall not, and shall not suffer or permit any Material Subsidiary to, 

 
 49 








 
directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or
without recourse) or enter into any agreement to do any of the foregoing, except: 
  
 (a)    dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; 
  
 (b)    dispositions on reasonable commercial terms and for fair value or which would not have a Material Adverse Effect, provided that
dispositions of the stock of any Material Subsidiary shall not be permitted under this subsection (b); 
  
 (c)    dispositions of property between the Company and any consolidated Subsidiary or among consolidated Subsidiaries; and 
  
 (d)    other dispositions of property during the term of this Agreement (excluding dispositions permitted under subsections 7.02(a)
through (c)) whose net book value in the aggregate shall not exceed 25% of the Company’s total consolidated assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter. 
  
 7.03    Consolidations and Mergers.    The Company shall not, and shall not suffer or
permit any Material Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter
acquired) to or in favor of any Person, except: 
  
 (a)    any Person may merge
with the Company, provided that the Company shall be the continuing or surviving corporation; 
  
 (b)    any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that if any transaction shall be between
a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and 
  
 (c)    the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the
Company or another Wholly-Owned Subsidiary, as the case may be. 
  
 7.04    Transactions with
Affiliates.    The Company shall not, and shall not suffer or permit any Subsidiary to, enter into any transaction with any Affiliate (other than a Wholly-Owned Subsidiary) of the Company, except transactions (a) entered into
in good faith and (b) upon commercially reasonable terms and taking into consideration the totality of circumstances pertaining to such transaction as determined by the Company. 
  
 7.05    Use of Proceeds.    The Company shall not, and shall not suffer or permit any Subsidiary to, use any portion of the
Loan proceeds, directly or indirectly, in a manner which violates any applicable Requirement of Law and which would have a Material Adverse Effect (provided that this Section 7.05 shall not be deemed to permit the use of Loan proceeds in
violation of any Requirement of Law applicable to any Bank). Notwithstanding the foregoing, at no time shall more than 25% of the value (as determined by a method deemed reasonable for purposes of applicable regulations relating to Margin Stock) of
the Company’s assets consist of 

 
 50 








 
Margin Stock, unless the Company has taken all necessary action so that in the event that more than 25% of the Company’s assets consist of Margin Stock there shall occur no violation of any
Requirement of Law applicable to it or any Bank. 
  
 7.06    Restricted
Payments.    The Company shall not, and shall not suffer or permit any Subsidiary (other than a Wholly-Owned Subsidiary) to, declare or make any dividend payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any shares of any class of its capital stock, or purchase, redeem or otherwise acquire for value any shares of its capital stock or any warrants, rights or options to acquire such shares, now or hereafter
outstanding; except that the Company or any non-Wholly-Owned Subsidiary may: 
  
 (a)    declare and make dividend payments or other distributions payable solely in its common stock; 
  
 (b)    purchase, redeem or otherwise acquire shares of its common stock or warrants or options to acquire any such shares with the proceeds received from the substantially
concurrent issue of new shares of its common stock; and 
  
 (c)    declare or pay
cash dividends to its stockholders and purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash provided, that, before and immediately after giving effect to such
proposed action, no Default or Event of Default exists or would exist. 
  
 7.07    ERISA.    The Company shall not, and shall not suffer or permit any of its ERISA Affiliates to: (a) engage in a prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan which has resulted or would reasonably be expected to result in a Material Adverse Effect; or (b) engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA and which would
reasonably be expected to result in a Material Adverse Effect. 
  
 7.08    Change in
Business.    The Company shall not, and shall not suffer or permit any Subsidiary to, engage in any business that would substantially change the general nature of the business conducted by the Company and its consolidated
Subsidiaries on the Closing Date. 
  
 7.09    Accounting
Changes.    The Company shall not, and shall not suffer or permit any Material Subsidiary to, make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the fiscal year
of the Company or of any such Subsidiary, if such change would reasonably be expected to result in a Material Adverse Effect. 
  
 7.10    Interest Coverage.    The Company shall not permit as of the last day of any fiscal quarter (commencing with the period ending September 30, 2002), on a consolidated basis, the
ratio of (i) Earnings Before Interest and Taxes to (ii) Interest Expense, to be less than 2.5 to 1.0. For purposes of this section, “Earnings Before Interest and Taxes” means as at the end of any fiscal quarter of the Company for the
period of four consecutive fiscal quarters ended as at such date, the sum of (a) the consolidated net income (or net loss) of the Company and its Subsidiaries for such period as determined in accordance with GAAP, plus (b) all amounts treated as
interest expense for such period to the extent included in the determination of such consolidated net income (or loss); plus (c) all taxes accrued for such period on or measured by income to the extent included in the determination of such
consolidated net income (or loss); provided, 

 
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however, that consolidated net income (or loss) shall be computed for the purposes of this definition without giving effect to extraordinary losses or extraordinary gains for such period;
and “Interest Expense” means as at the end of any fiscal quarter of the Company for the period of four consecutive fiscal quarters ended as at such date, all amounts treated as interest expense for such period to the extent included in the
determination of the Company’s consolidated net income (or net loss) for such period as determined in accordance with GAAP. 
  
 7.11    Subsidiary Indebtedness.    The Company shall not permit as of the last day of any fiscal quarter (commencing with the period ending September 30, 2002), the aggregate
Indebtedness of its consolidated Subsidiaries to exceed $50,000,000. For purposes of this Section 7.11, the term “Indebtedness” shall be deemed to exclude Indebtedness of a Person which becomes a Subsidiary after the date hereof, provided
that such excluded Indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation thereof. 
  
 ARTICLE VII 
  
 EVENTS OF DEFAULT 
  
 8.01    Event of Default.    Any of the following shall constitute an “Event of Default”: 
  
 (a)    Non-Payment.    The Company fails to pay, (i) when and as required
to be paid herein, any amount of principal of any Loan, or (ii) within two (2) Business Days following written notice to the Company given by the Agent or any Bank after the same becomes due, any interest, fee, Reimbursement Obligation or any other
amount payable hereunder or under any other Loan Document; or 
  
 (b)    Representation or Warranty.    Any representation or warranty by the Company or any Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any
certificate, document or financial or other statement by the Company, any Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of
the date made or deemed made; or 
  
 (c)    Specific
Defaults.    The Company fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.12, 7.02, 7.03, 7.04, 7.05, 7.06, 7.09, 7.10 or 7.11; or 
  
 (d)    Other Defaults.    The Company fails to perform or observe (i)
Section 6.01(a) hereunder and such default shall continue unremedied for a period of 5 days after the earlier of (A) the date upon which a Responsible Officer knew of such failure or (B) the date upon which written notice thereof is given to the
Company by the Agent or any Bank; or (ii) any other term or covenant contained in the Agreement or any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of (A) the date upon which a Responsible
Officer knew of such failure or (B) the date upon which written notice thereof is given to the Company by the Agent or any Bank; or 
  
 (e)    Cross-Default.    (i) The Company or any Material Subsidiary fails to perform or observe any condition or covenant, or any other event shall occur
or condition shall exist, under (a) the 364-Day Credit Agreement or (b) any other agreement or instrument relating to any 

 
 52 








 
Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $50,000,000, and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure, if the effect of such failure, event or condition is to cause such
Indebtedness to be declared to be due and payable prior to its stated maturity; or (ii) if there shall occur any default or event of default, however denominated, under any cross default provision under any agreement or instrument relating to any
such Indebtedness of more than $50,000,000; or 
  
 (f)    Insolvency;
Voluntary Proceedings.    The Company or any Material Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable
grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or
authorize any of the foregoing; or 
  
 (g)    Involuntary
Proceedings.    (i) Any involuntary Insolvency Proceeding is commenced or filed against the Company or any Material Subsidiary, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied
against a substantial part of the Company’s or any such Material Subsidiary’s properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be
released, stayed, vacated or fully bonded within 60 days after commencement, filing, issuance or levy; (ii) the Company or any Material Subsidiary admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for
relief (or similar order under non-U.S. law involving a material portion of the Company’s or such Material Subsidiary’s total assets) is ordered in any Insolvency Proceeding involving the Company or any such Material Subsidiary; or (iii)
the Company or any Material Subsidiary acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its property
or business; or 
  
 (h)    ERISA.    (i) An ERISA
Event shall occur with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of $50,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds $50,000,000; or (iii) the Company or any ERISA Affiliate shall fail to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $50,000,000 and, in the case of any of clauses (i) through
(iii), such liability or failure to pay shall not have been vacated, discharged, stayed, appealed or paid within ten (10) Business Days after such liability or payment obligation arises; or 
  
 (i)    Monetary Judgments.    One or more non-interlocutory judgments, non-interlocutory orders,
non-interlocutory decrees or arbitration awards is entered against the Company or any Material Subsidiary involving in the aggregate a liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute
coverage) as to any single or related series of transactions, incidents or conditions, of $50,000,000 or more, 

 
 53 








 
and the same shall not have been vacated, discharged, stayed or appealed within the applicable period for appeal from the date of entry thereof or paid within ten (10) Business Days after the
same becomes non-appealable; or 
  
 (j)    Non-Monetary
Judgments.    Any non-monetary judgment, order or decree is entered against the Company or any Subsidiary which does or would reasonably be expected to have a Material Adverse Effect; or 
  
 (k)    Change of Control.    There occurs any Change of Control. For
purposes of this Section 8.01(k), (i) a “Change of Control” shall occur if any person or group of persons becomes the beneficial owner of 25% or more of the voting power of the Company for a period of 30 days or more; and (ii) the term
“person” shall have the meaning set forth in Section 13(d) of the Exchange Act and the term “beneficial owner” shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. 
  
 8.02    Remedies.    If any Event of Default occurs, the Agent shall, at the request of, or
may, with the consent of, the Majority Banks, 
  
 (a)    declare the obligation
of each Bank to make any Loans and the obligation of each LC Issuer to issue Facility LCs to be terminated, whereupon such obligations and the corresponding Commitments of each Bank shall be terminated; 
  
 (b)    declare the unpaid principal amount of all Obligations, and all interest accrued and unpaid
thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company;

  
 (c)    while any Default is continuing, if the Agent determines that the
Collateral Shortfall Amount at such time is greater than zero, make demand on the Company to pay, and the Company will, forthwith upon such demand and without any further notice or act, pay to the Agent an amount equal to the Collateral Shortfall
Amount, which funds shall be deposited in the Facility LC Collateral Account; 
  
 (d)    at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Reimbursement Obligations and any other amounts as shall from time to
time have become due and payable by the Company to the Banks or the LC Issuers under the Loan Documents; and 
  
 (e)    exercise on behalf of itself and the Banks all rights and remedies available to it and the Banks under the Loan Documents or applicable law; 
  
 provided, however, that upon the occurrence of any event specified in subsection (f) or (g) of Section 8.01 (in the case of clause (i) of subsection (g) upon the expiration of the 60-day
period mentioned therein), (i) the obligation of each Bank to make Loans and the obligation and power of the LC Issuers to issue Facility LCs shall automatically terminate, (ii) the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and (iii) the Company will be and thereby become obligated to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC
Collateral Account, equal to the Collateral Shortfall Amount, in each case 

 
 54 








 
without further act of the Agent or any Bank without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company. At any time while any
Default is continuing, neither the Company nor any Person claiming on behalf of or through the Company 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 Combined Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Company or paid to whomever may be legally entitled thereto at such time 

 
 8.03    Rights Not Exclusive.    The rights provided for in this Agreement and
the other Loan Documents (whether now existing or hereafter arising) are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity. 
  
 ARTICLE IX 
  
 THE AGENT 

 
 9.01    Appointment and Authorization.    Each Bank hereby irrevocably appoints,
designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any
duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. 
  
 9.02    Delegation of Duties.    The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care. 
  
 9.03    Liability of Agent.    None of the Agent-Related Persons shall (i) be liable for
any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible
in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Bank
to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any
 

 
 55 








 
other Loan Document, or to inspect the properties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates. 
  

9.04    Reliance by Agent.    The Agent shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Majority Banks (or all the Banks if specifically required hereunder) as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Majority Banks (or all the Banks if specifically required hereunder) and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Banks. 
  
 (b)    For purposes
of determining compliance with the conditions specified in Section 4.01, each Bank that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent on or
prior to the Closing Date by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Bank. 
  
 9.05    Notice of Default.    The Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Banks, unless the Agent shall have received written notice from
a Bank or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Agent will notify the Banks of its receipt of any such notice. The Agent shall take
such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Article VIII; provided, however, that unless and until the Agent has received any such request, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks. 
  
 9.06    Credit Decision.    Each Bank acknowledges that none of the Agent-Related Persons has made any representation or
warranty to it, and that no act by the Agent hereafter taken, including any review of the affairs of the Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank
represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Company hereunder. Each Bank also
 

 
 56 








 
represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons.

  
 9.07    Indemnification.    Whether or not the transactions
contemplated hereby are consummated, the Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata, from and
against any and all Indemnified Liabilities; provided, however, that no Bank shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross
negligence or willful misconduct. Without limitation of the foregoing, each Bank shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Agent. 
  
 9.08    Agent in Individual
Capacity.    Bank One, The Bank of New York, Wachovia Bank, National Association and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Company and its Subsidiaries and Affiliates as though Bank One were not the Agent and The Bank of New York were not the Syndication Agent
and Wachovia Bank, National Association were not the Documentation Agent hereunder and without notice to or consent of the Banks. The Banks acknowledge that, pursuant to such activities, Bank One, The Bank of New York and Wachovia Bank, National
Association or their respective Affiliates may receive information regarding the Company or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Company or such Subsidiary) and acknowledge that
neither the Agent, the Syndication Agent nor the Documentation Agent shall be under any obligation to provide such information to them. With respect to its Loans, each of Bank One, The Bank of New York and Wachovia Bank, National Association shall
have the same rights and powers under this Agreement as any other Bank and may exercise the same as though it were not the Agent, the Syndication Agent or the Documentation Agent, as applicable, and the terms “Bank” and “Banks”
include each of Bank One, The Bank of New York and Wachovia Bank, National Association in its individual capacity. 
  
 9.09    Successor Agent.    The Agent may, and at the request of the Company (so long as no Default or Event of Default exists at the time of such request) or the Majority Banks shall,
 

 
 57 








 
resign as Agent upon 30 days’ notice to the Banks. If the Agent resigns under this Agreement, the Company shall appoint from among the Banks a successor agent for the Banks (unless an Event
of Default then exists in which case the Majority Banks shall appoint the successor agent). If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Banks and
the Company, a successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent”
shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article IX and Sections 10.04 and 10.05
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of
resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Company or the Majority Banks appoint a successor
agent as provided for above. 
  
 9.10    Withholding Tax.    If any
Bank claims exemption from withholding tax under a United States tax treaty by providing IRS Form W-8 BEN and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to such Bank,
such Bank agrees to notify the Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Company to such Bank. To the extent of such percentage amount, the Agent will treat such Bank’s IRS Form W-8 BEN
as no longer valid. 
  
 (b)    Subject to the requirements of this Agreement, if
any Bank claiming exemption from United States withholding tax by filing IRS Form W-8 ECI with the Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to such Bank, such Bank agrees
to undertake sole responsibility for complying with the withholding tax requirements imposed by the Code. 
  
 (c)    If the IRS or any other Governmental Authority of the United States or any other jurisdiction asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered, was not properly executed, or because such Bank failed to notify the Agent of a change in circumstances which rendered the exemption from withholding tax ineffective, or for any other reason) such
Bank shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Agent under this
subsection, together with all costs and expenses (including Attorney Costs). The obligation of the Banks under this subsection shall survive the payment of all Obligations and the resignation or replacement of the Agent. 
  
 ARTICLE X 
  
 MISCELLANEOUS 
  
 10.01    Amendments and
Waivers.    No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the
 

 
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Company therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) and the Company and
acknowledged by the Agent, and then any such waiver and consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless
in writing and signed by the Company and each Bank affected thereby, and acknowledged by the Agent, do any of the following: 
  
 (a)    increase or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to subsection 8.02(a)); 
  

(b)    postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest,
facility fees, Reimbursement Obligations, LC Fees or other material amounts due to the Banks (or any of them) or the LC Issuers (or any of them) hereunder or under any other Loan Document; 
  
 (c)    reduce the principal of, or the rate of interest specified herein on any Loan, Reimbursement Obligations or (subject to clause
(ii) below) any facility fees or other amounts payable hereunder or under any other Loan Document; 
  
 (d)    change the percentage of the Commitments or of the aggregate unpaid principal amount of the Aggregate Outstanding Exposure which is required for the Banks or any of them to take any action hereunder; or

  
 (e)    amend this Section, or Section 2.14, or any provision herein providing
for consent or other action by all Banks; 
  
 and, provided further, that (i) no amendment, waiver or
consent shall, unless in writing and signed by the Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Agent under this Agreement or any other Loan Document, (ii) no amendment, waiver or
consent of any provision herein relating to the LC Issuers shall be effective without the written consent of the LC Issuers and (iii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties
thereto. 
  
 10.02    Notices. 
  
 (a)    All notices, requests and other communications shall be in writing (including, unless the context expressly otherwise provides,
by facsimile transmission, provided that any matter transmitted by facsimile (i) shall be immediately confirmed by a telephone call to the recipient at the number specified on Schedule 10.02, and (ii) shall be followed promptly by delivery of
a hard copy original thereof) and mailed, faxed or delivered, to the address or facsimile number specified for notices on Schedule 10.02; or, as directed to the Company or the Agent, to such other address as shall be designated by such party
in a written notice to the other parties, and as directed to any other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent 
  
 (b)    All such notices, requests and communications shall, when transmitted by overnight delivery, or faxed, be effective when
delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine,respectively, or if mailed, upon the fifth Business Day after the date deposited into the U.S. mail, or if delivered, upon delivery; except
 

 
 59 








 that notices pursuant to Article II or IX shall not be effective until actually received by the Agent. 

 
 (c)    Any agreement of the Agent, the Banks and the LC Issuers herein to receive certain
notices by telephone or facsimile is solely for the convenience and at the request of the Company. The Agent, the Banks and the LC Issuers shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Company
to give such notice and, absent gross negligence or willful misconduct, the Agent, the Banks and the LC Issuers shall not have any liability to the Company or other Person on account of any action taken or not taken by the Agent, the Banks or the LC
Issuers in reliance upon such telephonic or facsimile notice. The obligation of the Company to repay the Loans and pay the Reimbursement Obligations shall not be affected in any way or to any extent by any failure by the Agent and the Banks or the
LC Issuers, as the case may be, to receive written confirmation of any telephonic or facsimile notice or the receipt by the Agent and the Banks or the LC Issuers, as the case may be, of a confirmation which is at variance with the terms understood
by the Agent and the Banks or the LC Issuers to be contained in the telephonic or facsimile notice. 
  
 10.03    No Waiver; Cumulative Remedies.    No failure to exercise and no delay in exercising, on the part of the Agent, any Bank or any LC Issuer, any right, remedy, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  
 10.04    Costs and Expenses.    The Company shall: 

 
 (a)    pay or reimburse the Agent within five Business Days after demand for all reasonable
costs and expenses incurred by the Agent in connection with the development, preparation, negotiation and closing of this Agreement and the Loan Documents and any other documents prepared in connection therewith (whether or not closing occurs), and
the administration of, and any amendment, supplement, waiver or modification to (in each case, whether or not consummated), this Agreement, any Loan Document and any such other documents, including reasonable Attorney Costs incurred by the Agent
with respect thereto; and 
  
 (d)    pay or reimburse the Agent, the Arrangers
and each Bank within five Business Days after demand for all reasonable costs and expenses (including Attorney Costs) incurred by them in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this
Agreement or any other Loan Document during the existence of an Event of Default or after acceleration of the Loans (including in connection with any “workout” or restructuring regarding the Loans, and including in any Insolvency
Proceeding or appellate proceeding). 
  
 10.05    Indemnity.    Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify and hold the Agent-Related Persons, each Bank and each LC Issuer
and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and 

 
 60 








 the termination, resignation or replacement of the Agent or replacement of any Bank) result from an action, suit, proceeding or claim asserted
against any such Indemnified Person by any Person not entitled to indemnification under this section in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated
hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related
to or arising out of this Agreement, the Loans or any Facility LC or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”);
provided, however, that the Company shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person’s gross negligence or willful misconduct. In the event this
indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law. Promptly upon receipt of notice of the making of any claim or the initiation of
any action, suit, or proceeding (together, “Dispute”), the Indemnified Person shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing thereof, provided that any failure
to provide such notice shall not excuse the Company from its obligations under this Section, except to the extent that such failure to notify shall have materially prejudiced the Company’s position. The Company shall have the right at its
expense to control the defense of any Dispute, provided the Company has delivered prompt notice to the Indemnified Person expressly agreeing to assume the defense thereof and reaffirming its obligation to indemnify and hold harmless
hereunder, with nationally-recognized counsel selected by the Company, but reasonably satisfactory to the Indemnified Person. In such event, the Company shall promptly notify the Indemnified Person of any and all material developments in such
Dispute and the Company shall not agree to any settlement or material stipulation in such Dispute without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld). Notwithstanding the foregoing, if in the
reasonable judgment of the Indemnified Person, there may exist bona fide legal defenses available to it relating to the Dispute which conflict with those of the Company or another Indemnified Person, such Indemnified Person shall have the
right to select separate counsel, at the expense of the Company, to assert such legal defenses and otherwise participate in the legal defense of such Dispute on behalf of such Indemnified Person. Notwithstanding the foregoing, no Dispute subject to
this paragraph shall be settled without the Company’s prior consent, not to be unreasonably withheld; provided, however, that any Indemnified Person may settle any such Dispute without the Company’s consent if (a) the market
reputation of Bank One or its Affiliates, or any Bank or its Affiliates which becomes an Indemnified Person under this Section 10.05, or the relationship of any of such Persons with their applicable state or federal regulators, in the judgment of
such Persons, is being or foreseeably will be materially impaired as a result of the continuation of such Dispute, or (b) such Dispute involves or relates to any allegation of criminal wrongdoing, or (c) the Company is disputing its obligation to
indemnify under this Section, or (d) the Company has failed to respond to any request for such consent within 10 days of its receipt of written notice of such proposed settlement. No Indemnified Person shall have any liability to the Company or any
of its Affiliates for any indirect or consequential damages in connection with its activities related to this Agreement. The agreements in this Section shall survive payment of all other Obligations and the termination of the Commitments.

  
 10.06    Payments Set Aside.    To the extent that the Company
makes a payment to the Agent, the Banks or the LC Issuers, or any of the Agent, the Banks or the LC Issuers exercises 

 
 61 








 their right of set-off, and such payment or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent, such Bank or such LC Issuer in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
set-off had not occurred, and (b) each Bank severally agrees to pay to the Agent upon demand its pro rata share or other applicable share of any amount so recovered from or repaid by the Agent. 
  

10.07    Successors and Assigns.    The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent and each Bank and no Bank shall
assign any of its rights or obligations hereunder except in accordance with Section 10.08. 
  
 10.08    Assignments, Participations, etc 
  
 (a) Any Bank
may, with the written consent of the Company, at all times other than during the existence of an Event of Default, and any LC Issuer and the Agent, which consents shall not be unreasonably withheld or delayed, at any time assign and delegate to one
or more Eligible Assignees (provided that no written consent of the Company, any LC Issuer or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an
“Assignee”) all, or any ratable part of all, of the Aggregate Outstanding Credit Exposure, the Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or such lesser amount as the
Company and the Agent may consent); provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such
assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to
the Company and the Agent an Assignment and Acceptance in the form of Exhibit I (“Assignment and Acceptance”) and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,000,
provided that in the case of a transfer under Section 3.08, the assignor Bank shall not be obligated to pay such processing fee. 
  
 (b) From and after the date that the Agent notifies the Company and the assignor Bank that it has received an executed Assignment and Acceptance which has been consented to by the Agent, the LC Issuers
and by the Company (if required), and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to
such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. 
  
 (c) Within five Business Days after its receipt of notice by the Agent that it has received an executed Assignment and Acceptance and payment of the processing fee (and 

 
 62 








 provided that the Agent, the LC Issuers and the Company consent to such assignment in accordance with subsection
10.08(a), to the extent required), the Company shall, if requested, execute and deliver to the Agent Notes for the Assignee (if the Assignee was not previously a Bank under this Agreement) and, if the assignor Bank is not retaining any interest in
this Agreement such assignor Bank shall promptly cancel and return its Notes to the Agent for return to the Company. Immediately upon each Assignee’s making its processing fee payment under the Assignment and Acceptance, this Agreement shall be
deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments
of the assigning Bank pro tanto. 
  
 (d) Any Bank may, with the written consent of the
Company at all times other than during the existence of an Event of Default, which consent shall not be unreasonably withheld, at any time sell to one or more Eligible Assignees (a “Participant”) participating interests in any
Outstanding Credit Exposure of such Bank, the Commitment of that Bank and the other interests of that Bank (the “originating Bank”) hereunder and under the other Loan Documents; provided, however, that (i) the originating
Bank’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agent shall continue to deal solely and directly with
the originating Bank in connection with the originating Bank’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to
approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to
Section 10.01 and (v) with respect to the sale of participating interests in any Bid Loan to any Participant, (x) the Company’s consent shall not be required and (y) the Participant need not be an Eligible Assignee. In the case of any such
participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation. 

 
 (e) Each Bank agrees to take normal and reasonable precautions and exercise due care to maintain the
confidentiality of all information identified as “confidential” or “secret” by the Company and provided to it by the Company or any Subsidiary, or by the Agent on such Company’s or Subsidiary’s behalf, under this
Agreement or any other Loan Document, and neither it nor any of its Affiliates shall disseminate such information except on a “need to know” basis to employees of such Bank or Affiliate, as the case may be, and their respective
representatives or use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents; except to the extent such information (i) was or becomes generally available to the public other than as a
result of disclosure by the Bank, or (ii) was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known to the Bank;
provided, however, that any Bank may disclose such information (A) at the request or pursuant to any requirement of any Governmental Authority to which the Bank is subject or in connection with an examination of such Bank by any such
authority; (B) pursuant to subpoena or other court process (provided that such Bank shall promptly notify the Company of any such subpoena or process, unless it is legally prohibited from doing so, and cooperate with the Company at the
Company’s expense in obtaining a suitable order protecting the confidentiality 

 
 63 








 of such information); (C) when required to do so in accordance with the provisions of any applicable Requirement of Law;
(D) to the extent reasonably required in connection with any litigation or proceeding to which the Agent, any Bank or their respective Affiliates may be party provided that such Bank will promptly notify the Company of any such disclosure and
use reasonable efforts at the Company’s expense to obtain a suitable order protecting the confidentiality of such information; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan
Document; (F) to such Bank’s independent auditors and other professional advisors; and (G) to any Affiliate of such Bank, or to any Participant or Assignee, actual or (provided that there exists no Event of Default, with the written consent of
the Company, ) potential, provided that such Affiliate, Participant or Assignee agrees in writing to keep such information confidential to the same extent required of the Banks hereunder. 
  
 (f)    Notwithstanding any other provision in this Agreement, without consent of the Company, any Bank may at any time create a security
interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note held by it (i) in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR
§203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, and (ii) to any direct or indirect counterparties in credit derivative transactions relating to the Loans for the
purpose of the physical settlement of such transaction. If requested by any such Bank for purposes of this subsection 10.08(f), the Company shall execute and deliver Notes to such Bank. 
  
 10.09    Set-off.    In addition to any rights and remedies of the Banks provided by law, if an Event of Default exists, each
Bank is authorized at any time and from time to time, without prior notice to the Company, any such notice being waived by the Company to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Bank to or for the credit or the account of the Company against any and all Obligations owing to such Bank, now or hereafter existing, irrespective
of whether or not the Agent or such Bank shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. In the event of any inconsistency between this section and any agreement
governing deposits maintained by the Company with any Bank, this Section shall control with respect to set-offs affecting this Agreement. Each Bank agrees promptly to notify the Company and the Agent after any such set-off and application made by
such Bank; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. 
  
 10.10    Notification of Addresses, Lending Offices, Etc.    Each Bank and each LC Issuer shall notify the Agent in writing of any changes in the address
to which notices to the Bank should be directed, of addresses of any Lending Office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative information as the Agent shall reasonably request.

  
 10.11    Counterparts.    This Agreement may be executed in any
number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument. 

 
 64 








  
 10.12    Severability.    The
illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument
or agreement required hereunder. 
  
 10.13    No Third Parties
Benefited.    This Agreement is made and entered into for the sole protection and legal benefit of the Company, the Banks, the LC Issuers, the Agent and the Agent-Related Persons, and their permitted successors and assigns,
and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. 
  
 10.14    Governing Law and Jurisdiction.    THIS AGREEMENT (AND THE NOTES) SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT, THE BANKS AND THE LC ISSUERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 
  
 (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT, THE BANKS AND THE LC ISSUERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH OF THE COMPANY, THE AGENT, THE BANKS AND THE LC ISSUERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. 
  
 10.15    Waiver of Jury Trial.    THE COMPANY, THE BANKS, THE LC ISSUERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY
AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
 

 
 65 








 
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. 
  
 10.16    Entire Agreement.    This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the Company, the Banks, the LC
Issuers and the Agent, and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof. Each Loan Document was drafted with the joint participation of
the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. 
  
 ARTICLE XI 
  
 TERMINATION OF EXISTING CREDIT AGREEMENT

  
 The Company, the Banks, the LC Issuers and the Agent agree that upon (i) the execution and delivery of this
Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.01, the “Commitments” (as defined in that certain Credit Agreement dated as
of August 24, 2001 among the Company, the lenders parties thereto and Bank One, NA, as administrative agent (the “Existing Credit Agreement”)) shall be reduced to zero and terminated permanently as of the date immediately preceding the
Closing Date of this Agreement. All facility fees and related fees payable pursuant to the Existing Credit Agreement shall be due and payable on the effective date of the termination of such agreement, which date shall be concurrent with the Closing
Date of this Agreement. 
  

 
 66 








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

	 Title
 	 	  
 


 
  
 
	 BANK ONE, NA (Main Office—Chicago),
 individually and as Agent
 
	 
	 By
 	 	  
 

	 Title
 	 	  
 


 
  
 
	 THE BANK OF NEW YORK,
individually and as
 Syndication Agent
 
	 
	 By
 	 	  
 

	 Title
 	 	  
 


 
  
 
	 WACHOVIA BANK, NATIONAL ASSOCIATION, as
the
 Documentation Agent
 
	 
	 By
 	 	  
 

	 Title
 	 	  
 


 







  
 
	 U.S. BANK NATIONAL ASSOCIATION
 
	 
	 By
 	 	  
 

	 Title
 	 	  
 


 
  
 
	 THE NORTHERN TRUST COMPANY
 
	 
	 By
 	 	  
 

	 Title
 	 	  
 


 
  
 
	 WELLS FARGO BANK, NATIONAL
ASSOCIATION
 
	 
	 By
 	 	  
 

	 Title
 	 	  
 


 







 ANNEX I 
  
 PRICING GRID 
  
 Interest Rates will be based, at the Company’s option, on either the
Base Rate or the LIBO Rate plus the Applicable Margin as determined by the Pricing Grid below: 
  
 
	 5-Year Revolving Credit
 Pricing Grid
 	 
	  	  	 Level I
 
	 	  	 Level II
 
	 	  	 Level III
 
	 	  	 Level IV
 
	 	  	 Level V
 
	 
	 Reference Rating
 
	  	 A+ or A1
 
	 	  	 A or A2
 
	 	  	 A- or A3
 
	 	  	 BBB+ or Baa1
 
	 	  	 BBB and Baa2 or lower
 
	 
	 Facility Fee
 	  	 0.08
 	 %
 	  	 0.09
 	 %
 	  	 0.10
 	 %
 	  	 0.125
 	 %
 	  	 0.15
 	 %
 
	 LC Fee (standby Facility LCs)
 	  	 0.30
 	 %
 	  	 0.35
 	 %
 	  	 0.45
 	 %
 	  	 0.60
 	 %
 	  	 0.75
 	 %
 
	 LC Fee (commercial Facility LCs)
 	  	 0.15
 	 %
 	  	 0.175
 	 %
 	  	 0.225
 	 %
 	  	 0.30
 	 %
 	  	 0.375
 	 %
 
	 LIBO Rate Applicable Margin
 	  	 0.22
 	 %
 	  	 0.26
 	 %
 	  	 0.35
 	 %
 	  	 0.475
 	 %
 	  	 0.60
 	 %
 
	 Base Rate Applicable Margin
 	  	 0
 	 %
 	  	 0
 	 %
 	  	 0
 	 %
 	  	 0
 	 %
 	  	 0
 	 %
 
	 Applicable Utilization Fee Rate
 	  	 0.10
 	 %
 	  	 0.10
 	 %
 	  	 0.10
 	 %
 	  	 0.15
 	 %
 	  	 0.25
 	 %
 

 
  
 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 Company’s Moody’s Rating is A1 or better or the Company’s S&P Rating is A+ or better. 
  
 “Level II Status” exists at any date if, on such date, (i) the Company has not qualified for Level I Status and (ii) the Company’s Moody’s Rating is A2 or better or the Company’s S&P
Rating is A or better. 
  
 “Level III Status” exists at any date if, on such date, (i) the Company has not
qualified for Level I Status or Level II Status and (ii) the Company’s Moody’s Rating is A3 or better or the Company’s S&P Rating is A- or better. 
  
 “Level IV Status” exists at any date if, on such date, (i) the Company has not qualified for Level I Status, Level II Status or Level III Status and (ii) the
Company’s Moody’s Rating is Baa1 or better or the Company’s S&P Rating is BBB+ or better. 
  
 “Level V Status” exists at any date if, on such date, the Company has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status. 
  
 ANNEX I 







  
 “Moody’s Rating” means, at any time, the rating issued by
Moody’s Investors Service, Inc. and then in effect with respect to the Company’s senior unsecured long-term debt securities without third-party credit enhancement. 
  
 “Rating” means Moody’s Rating or S&P Rating. 
  
 “S&P Rating” means, at any time, the rating issued by Standard and Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and then in effect with respect to the
Company’s senior unsecured long-term debt securities without third-party credit enhancement. 
  
 “Status” means Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status. 
  
 The Applicable Margins, the Applicable Facility Fee and the Applicable Utilization Fee Rate shall be determined in accordance with the foregoing table based on the Company’s Status as determined from its then-current
Moody’s or S&P Rating. If the Company is split-rated and the ratings differential is two levels or more, the intermediate rating at the midpoint will apply. If there is no midpoint, the higher of the two intermediate ratings will apply. 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 the Company does not have both a Moody’s Rating and an S&P Rating, Level V Status shall apply. 

 
 ANNEX I 







  
 SCHEDULE 2.01 
  
 LIST OF COMMITMENTS AND PRO RATA SHARES 
  
 
	 BANK
 
	  	 COMMITMENT
 
	  	 PRO RATA SHARE
 

	 BANK ONE, NA
 	  	 $  32,500,000
 	  	 18.57142857%
 
	 THE BANK OF NEW YORK
 	  	 $  32,500,000
 	  	 18.57142857%
 
	 WACHOVIA BANK, N.A.
 	  	 $  30,000,000
 	  	 17.14285714%
 
	 U.S. BANK NATIONAL ASSOCIATION
 	  	 $  27,500,000
 	  	 15.71428571%
 
	 WELLS FARGO BANK, N.A.
 	  	 $  27,500,000
 	  	 15.71428571%
 
	 THE NORTHERN TRUST COMPANY
 	  	 $  25,000,000
 	  	 14.28571429%
 
	 TOTAL
 	  	 $175,000,000
 	  	           100.00%
 

 
  
 SCHEDULES 







  
 SCHEDULE 5.05 
  
 LITIGATION 
  
 None. 
  
 SCHEDULES 
  







  
 SCHEDULE 5.07 
  
 ERISA MATTERS 
  
 None. 
  
 SCHEDULES 







  
 SCHEDULE 5.12 
  
 ENVIRONMENTAL MATTERS 
  
 None. 

 
 SCHEDULES 







  
 SCHEDULE 5.16 
  
 LIST OF SUBSIDIARIES AND MATERIAL EQUITY INVESTMENTS 
  
 (a)    Subsidiaries 
  
 
	 Deluxe Financial Services, Inc.
 	 	 (MN—100%)
 
	 Designer Checks, Inc.
 	 	 (AL—100%)
 
	 Direct Checks Unlimited, LLC
 	 	 (CO—100%)
 
	 DLX Check Printers, Inc.
 	 	 (MN—100%)
 
	 DLX Check Texas, Inc.
 	 	 (MN—100%)
 
	 Deluxe Financial Services Texas L.P.
 
	 Paper Payment Services LLC
 	 	 (MN—100%)
 
	 Plaid Moon, Inc.
 	 	 (MN—100%)
 
	 PPS Holding Company, Inc.
 	 	 (MN—100%)
 
	 PPS Services 1, Inc.
 	 	 (MN—100%)
 
	 PPS Services 2, Inc.
 	 	 (MN—100%)
 

 
  
 (b)    Material Equity Investments 
  
 
	 Deluxe Mexicana S.A. de C.V.
 	 	 (Mexico—50%)
 

 
  
  
 SCHEDULES 







  
 SCHEDULE 7.01 
  
 EXISTING LIENS 
  
 None. 
  
 SCHEDULES 







  
 SCHEDULE 10.02 
  
 OFFSHORE AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES 
  
 DELUXE CORPORATION 
  
 Address for Notices

  
 3680 Victoria Street North 
 Shoreview, MN 55126 

Attention: Doug Treff, Vice President & Chief Financial Officer 
 Telephone: (651) 787-1587 

Facsimile: (651) 481-4477 
  
 With a copy to: 
  
 3680 Victoria Street North 
 Shoreview, MN 55126 
 Attention: Anthony C. Scarfone, General Counsel 
 Telephone: (651) 483-7122 
 Facsimile: (651) 787-2749 
  
 BANK ONE, NA as Agent 
  

Notices for Borrowing, Conversions/Continuations, and Payments 
  
 Bank One, NA

 One Bank One Plaza 
 Chicago, IL 60670 
 Attention: Deanna Lee 
 Telephone : (312) 732-4967 
 Facsimile: (312) 732-4303

  
 Address for Notices other than Borrowing: 
  
 Bank One, NA 
 111 E. Wisconsin Ave. 
 Milwaukee, WI 53202 

Attention: Anthony Maggiore 
 Telephone : (414) 765-3111 
 Facsimile: (414) 765-2625 
  
 SCHEDULES 







  
 THE BANK OF NEW YORK 
  
 Notices for Borrowing, Conversions/Continuations, and Payments 
  

The Bank of New York 
 One Wall Street 
 19th
Floor 
 New York, NY 10286 
 Attention: Millie Hall 
 Telephone: (212) 635-6687 
 Facsimile: (212) 635-1208 
  
 Address for Notices other than Borrowing: 
  
 The Bank of New York 
 One Wall Street 
 19th Floor 
 New York, NY 10286 
 Attention: John-Paul Marotta 
 Telephone: (212) 635-8204 
 Facsimile: (212) 635-1208 
  
 THE NORTHERN TRUST COMPANY 
  
 Notices for Borrowing, Conversions/Continuations, and Payments 
  
 The Northern Trust
Company 
 50 S. LaSalle Street 
 Chicago, IL 60675 
 Attention: Linda Honda 
 Telephone: (312) 444-3532 
 Facsimile: (312) 630-1566

  
 Address for Notices other than Borrowing: 
  
 The Northern Trust Company 
 50 S. LaSalle Street 
 Chicago, IL 60675

 Attention: Martin Alston 
 Telephone: (312) 444-5058 
 Facsimile: (312) 444-7028 
  
 SCHEDULES 







  
 U.S. BANK NATIONAL ASSOCIATION 
  
 Notices for Borrowing, Conversions/Continuations, and Payments 
  

U.S. Bank National Association 
 U.S. Bancorp Center 
 Mail Code: BC-MN-H03N 
 800 Nicolett Mall 
 Minneapolis, MN 55402 
 Attention: Yvonne Brenne 
 Telephone: (612) 303-3763 
 Facsimile: (612) 303-2265 
  
 Address for Notices other than Borrowing: 
  
 U.S. Bank National Association 
 U.S. Bancorp Center 
 Mail Code: BC-MN-H03N 
 800 Nicolett Mall 
 Minneapolis, MN
55402 
 Attention: Aimee Brantseg 
 Telephone: (612) 303-3767 
 Facsimile: (612) 303-2265 
  
 SCHEDULES 







  
 WACHOVIA BANK, NATIONAL ASSOCIATION 
  
 Notices for Borrowing, Conversions/Continuations, and Payments 
  
 Wachovia Bank, National Association 
 201 S. College Street; CP17, NC1183 
 Charlotte, NC
28288-1183 
 Attention: LeKeisha Neely 
 Telephone: (704) 374-6145 
 Facsimile: (704) 374-2802 
  
 Address for Notices other than Borrowing: 

 
 Wachovia Bank, National Association 
 191 Peachtree Street NE 

Atlanta, GA 30303 
 Attention: Karin E. Samuel 
 Telephone: (404) 332-5187 
 Facsimile: (404) 332-4058 
  
 WELLS FARGO BANK, N.A. 
  
 Notices for Borrowing, Conversions/Continuations, and Payments 
  
 Wells Fargo Bank, N.A. 
 201 Third Street, MAC 0187-081 
 San Francisco, CA 94103 
 Attention: Ginnie Padgett 
 Telephone: (415) 477-5374 
 Facsimile: (415) 515-1943 
  
 Address for Notices other than Borrowing: 
  
 Wells Fargo Bank, N.A. 
 Sixth & Marquette 
 MAC – N9305-031 
 Minneapolis, MN 55479 

Attention: Molly Van Metre 
 Telephone: (612) 667-9147 
 Facsimile: (612) 667-2276 
  
 SCHEDULES 







  
 EXHIBIT A 
  
 FORM OF TRANSMITTAL LETTER/COMPLIANCE CERTIFICATE 
  
 DELUXE CORPORATION 
 Financial Statements Date:
                 
  
 Reference is made to that certain 5-Year Revolving Credit Agreement dated as of August 19, 2002 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Deluxe Corporation (the
“Company”), the several financial institutions from time to time party thereto (the “Banks”) and Bank One, NA, as Agent and as an LC Issuer. Unless otherwise defined herein, capitalized terms used herein have the
respective meanings assigned to them in the Credit Agreement. 
  
 [Use the following if this Transmittal Letter/Certificate is
delivered in connection with the financial statements required by subsection 6.01(a) of the Credit Agreement.] 
  
 Transmittal Letter 
  
 Pursuant to subsection 6.01(a) of the Credit Agreement, attached hereto
are true copies of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of the fiscal year ended              and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, accompanied by the opinion of the Independent Auditor,
which report states that such consolidated financial statements present fairly, in all material respects, the financial position for the periods indicated in conformity with GAAP. 
  
 Certificate 
  
 The undersigned hereby certifies that he/she is
a Responsible Officer as defined in the Credit Agreement and hereby certifies as of the date hereof on behalf of the Company and its consolidated Subsidiaries that: 
  

	1.
	 
	No Default or Event of Default has occurred and is continuing, except as described in Attachment 1 hereto. 
 

  

	2.
	 
	The computations set forth below are true and correct as of
                ,     , the last day of the accounting period for which the aforesaid financial statements were prepared. 



  

	3.
	 
	If the financial statements of the Company being concurrently delivered were not prepared in accordance with GAAP, Attachment 2 hereto sets forth any
derivations required to conform the relevant data in such financial statements to the computations set forth below. 
 


 
 A-1 








  

	4.
	 
	There have been no changes in accounting policies or financial reporting practices of the Company or any of its Subsidiaries since the date of the last
compliance certificate delivered to you, except as described in Attachment 3 hereto. 
 

  
 IN
WITNESS WHEREOF, the undersigned has executed this Certificate on behalf of the Company (and not personally) as the                  of the Company as of
                ,             . 
  
 
	 DELUXE CORPORATION
 
	 
	 By:
 	 	 

	  	 	  
	 Title:
 	 	 


 
  
 [Use the following paragraph if this Certificate is delivered in connection with the
financial statements required by subsection 6.01(b) of the Credit Agreement.] 
  
 Certificate 

 
 The undersigned hereby certifies that he/she is a Responsible Officer as defined in the Credit Agreement and hereby certifies
as of the date hereof on behalf of the Company and its Consolidated Subsidiaries, and that: 
  

	1.
	 
	Pursuant to Section 6.01(b) of the Credit Agreement, attached hereto are true copies of the unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as of the end of the fiscal quarter ended                  and the related consolidated statements of income and cash flows for the
period commencing on the first day and ending on the last day of such quarter, which fairly present in all material respects and in accordance with GAAP (subject to ordinary, good faith year-end audit adjustments), the financial position and the
results of operations of the Company and its consolidated Subsidiaries. 
 

  

	2.
	 
	No Default or Event of Default has occurred and is continuing, except as described in Attachment 1 hereto. 
 

  

	3.
	 
	The computations set forth below are true and correct as of
                ,         , the last day of the accounting period for which the aforesaid financial statements were
prepared. 
 

  

	4.
	 
	If the financial statements of the Company being concurrently delivered were not prepared in accordance with GAAP, Attachment 2 hereto sets forth any
derivations required to conform the relevant data in such financial statements to the computations set forth below. 
 

  

	5.
	 
	There have been no changes in accounting policies or financial reporting practices of the Company or any of its Subsidiaries since the date of the last
compliance certificate delivered to you, except as described in Attachment 3 hereto. 
 


 
 A-2 








  
 IN WITNESS WHEREOF, the undersigned has executed this Certificate on behalf of
the Company (and not personally) as the                  of the Company as of
                ,         . 
  
 
	 DELUXE CORPORATION
 
	 
	 By:
 	 	 

	  	 	  
	 Title:
 	 	 


 

 
 A-3 








  
 SCHEDULE 1 to the Compliance Certificate 
  
 Dated                  / For the
fiscal quarter ended                 . 
  
 
	  	  	 Actual
 
	    	 Required/Permitted
 

	 I. Section 7.10—Interest Coverage
 	  	  	    	  
	 Ratio of Earnings Before Interest and Taxes to
 Interest Expense under Section 7.10
 	  	 ______ to 1.00
 	    	 Not less than 2.50 to 1.00 (measured as of the last day of any fiscal quarter)


	  	  	 
	    	 

	 II. Section 7.11—Subsidiary Indebtedness
 	  	  	    	  
	 Aggregate Indebtedness of Company’s
 consolidated Subsidiaries
 	  	 ____________
 	    	 Not greater than $50,000,000 (measured as of the last day of any fiscal quarter)
 

 
  

 
 1 








  
 EXHIBIT B 
  
 FORM OF NOTICE OF BORROWING 
  
 Date:                  
  

	To:
	 
	Bank One, NA 
 

 as Agent 

 
 Ladies and Gentlemen: 
  
 The undersigned, Deluxe Corporation (the “Company”), refers to the 5-Year Revolving Credit Agreement, dated as of August 19, 2002 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”), among the Company, the several financial institutions from time to time party thereto (the “Banks”) and Bank One, NA, as Agent and as an LC Issuer, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.03 of the Credit Agreement, of the Committed Borrowing specified below: 
  

	1.
	 
	The Business Day of the proposed Committed Borrowing is                 .

 

  

	2.
	 
	The aggregate amount of the proposed Committed Borrowing is
$                . 
 

  

	3.
	 
	The Committed Borrowing is to be comprised of $                 of
[Offshore Rate] [Base Rate] Committed Loans. 
 

  

	4.
	 
	[If applicable:] The duration of the Interest Period for the Offshore Rate Committed Loans included in the Committed Borrowing shall be
             months. 
 

  

	5.
	 
	As of the date hereof, the current senior credit rating established or deemed established for the Company by Moody’s and S&P is
                 for Moody’s and                  for S&P.

 

  
 The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the proposed Committed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom: 
  

	1.
	 
	the representations and warranties of the Company contained in Article V of the Credit Agreement are true and correct as though made on and as of such date,
except to the extent such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such date; 
 

  

	2.
	 
	no Default or Event of Default has occurred and is continuing, or would result from such proposed Committed Borrowing; 
 


 
 B-1 








  

	3.
	 
	after giving effect to the proposed Committed Borrowing the aggregate principal amount of all outstanding Committed Loans plus the aggregate principal
amount of all Bid Loans outstanding, does not exceed the combined Commitments. 
 

  
 
	 DELUXE CORPORATION
 
	 
	 By:
 	 	 

	  	 	  
	 Title:
 	 	 


 

 
 B-2 








  
 EXHIBIT C 
  
 FORM OF NOTICE OF CONVERSION/CONTINUATION 
  
 Date:                  
  

	To:
	 
	Bank One, NA 
 

 as Agent 

 
 Ladies and Gentlemen: 
  
 The undersigned, Deluxe Corporation (the “Company”), refers to the 5-Year Revolving Credit Agreement, dated as of August 19, 2002 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”), among the Company, the several financial institutions from time to time party thereto (the “Banks”) and Bank One, NA, as Agent and as an LC Issuer, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.04 of the Credit Agreement, of the [conversion] [continuation] of Committed Loans specified below: 
  

	1.
	 
	The Conversion/Continuation Date is                 . 



  

	2.
	 
	The aggregate amount of the Committed Loans to be [converted] [continued] is
$                . 
 

  

	3.
	 
	The Committed Loans are to be [converted into] [continued as] [Offshore Rate] [Base Rate] Committed Loans. 
 

  

	4.
	 
	[If applicable:] The duration of the Interest Period for the Committed Loans included in the [conversion] [continuation] shall be
             months. 
 

  

	5.
	 
	As of the date hereof, the current senior credit rating established or deemed established for the Company by Moody’s and S&P is
                 for Moody’s and                  for S&P. 



  
 The undersigned hereby certifies that the following statements will be true on and as of the proposed
Conversion/Continuation Date, before and after giving effect thereto and to the application of the proceeds therefrom: 
  

	1.
	 
	the representations and warranties of the Company contained in Article V of the Credit Agreement are true and correct as though made on and as of such date
(except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date; 
 

  

	2.
	 
	no Default or Event of Default exists or shall result from such proposed [conversion] [continuation]; 
 

  

	3.
	 
	after giving effect to the proposed [conversion][continuation], the aggregate principal amount of all outstanding Committed Loans plus the aggregate principal
amount of all Bid Loans outstanding, does not exceed the combined Commitments. 
 


 
 C-1 








  
 
	 DELUXE CORPORATION
 
	 
	 By:
 	 	 

	  	 	  
	 Title:
 	 	 


 

 
 C-2 








  
 EXHIBIT D 
  
 FORM OF INVITATION FOR COMPETITIVE BIDS 
  
 Via Facsimile

  
 Date:                  
  
 To the Banks Listed on Annex A Attached Hereto 
  
 Ladies and Gentlemen: 
  
 Reference is made to that certain 5-Year Revolving Credit Agreement dated
as of August 19, 2002 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Deluxe Corporation (the “Company”), the Banks party thereto and Bank One, NA, as Agent for the Banks
(in such capacity, the “Agent”) and as an LC Issuer. Capitalized terms used herein have the meanings specified in the Credit Agreement. 
  
 Pursuant to subsection 2.06(b) of the Credit Agreement, you are hereby invited to submit offers to make Bid Loans to the Company based on the following specifications: 
  

	 	1.
	 
	Date of Bid Borrowing:                 ; 
 


 

	 	2.
	 
	Aggregate amount of Bid Borrowing: $                ; 



  

	 	3.
	 
	The Bid Loans shall be: [LIBOR Bid Loans] [Absolute Rate Bid Loans]; and 
 

  

	 	4.
	 
	Interest Period[s] and requested Interest Payment Dates, if any:
[                ], [                ] and
[                ]. 
 

  
 All Competitive Bids shall be in the form of Exhibit F to the Credit Agreement and shall be received by the Agent no later than 10:00 a.m. (Chicago time) on
            ,             ; provided that terms of the offer or offers contained in any Competitive Bid(s) to be submitted
by the Agent (or any Affiliate of the Agent) shall be notified to the Company not later than 10:00 a.m. (Chicago time) on
                        .(1) 
  
 
	 BANK ONE, NA, as Agent
 
	 
	 By:
 	 	 

	  	 	  
	 Title:
 	 	 


 
 

	(1)
	 
	Insert a date which is three Business Days prior to the date of Borrowing, in the case of a LIBOR Auction, or on the date of Borrowing, in the case of an
Absolute Rate Auction. 
 


 
 D-1 








  
 ANNEX A 
 to the Invitation for Competitive Bids 
  
 List of Bid Loan Lenders 
  
 [Bank One, NA, 
 as a Bank] 
  
 Facsimile: (415) 622- 
  
 [Bank] 
  
 Facsimile: (      )       -        

  
 [Bank] 
  
 Facsimile: (      )       -         
  
 [Bank] 
  
 Facsimile: (      )
      -         
  
 [Bank] 
  
 Facsimile: (      )       -        


 
 D-2 








  
 EXHIBIT E 
  
 FORM OF COMPETITIVE BID REQUEST 
  
 Date:                  
  

	To:
	 
	Bank One, NA 
 

 as Agent 

 
 Ladies and Gentlemen: 
  
 Reference is made to the 5-Year Revolving Credit Agreement dated as of August 19, 2002 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Deluxe Corporation (the
“Company”), the Banks party thereto, and Bank One, NA, as Agent and as an LC Issuer. Capitalized terms used herein have the meanings specified in the Credit Agreement. 
  
 This is a Competitive Bid Request for Bid Loans pursuant to Section 2.06(a) of the Credit Agreement as follows: 
  

The Business Day of the proposed Bid Borrowing is:                 . 
 The aggregate amount of the proposed Bid Borrowing is: $                . 
 The proposed Bid Borrowing to be made pursuant to Section 2.06 shall be comprised of [LIBOR] [Absolute Rate] Bid Loans. 
 The Interest Period[s] and
Interest Payment Dates, if any, for the Bid Loans comprised in the Bid Borrowing shall be:                 ,
[                ] and [                ]. 
  
 
	 DELUXE CORPORATION
 
	 
	 By:
 	 	 

	  	 	  
	 Title:
 	 	 


 

 
 E-1 








  
 EXHIBIT F 
  
 FORM OF COMPETITIVE BID 
  
 Date:                  
  

	To:
	 
	Bank One, NA, 
 

 as Agent 

 
 Ladies and Gentlemen: 
  
 Reference is made to the 5-Year Revolving Credit Agreement dated as of August 19, 2002 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Deluxe Corporation (the
“Company”), the “Banks” party thereto, and Bank One, NA, as Agent and as an LC Issuer. Capitalized terms used herein have the meanings specified in the Credit Agreement. 
  
 In response to the Invitation for Competitive Bids dated
                 and in accordance with subsection 2.06(c)(ii) of the Credit Agreement, the undersigned Bank offers to make [a] Bid Loan[s] thereunder in the
following principal amounts[s], at the following interest rates and for the following Interest Period[s], with Interest Payment Dates as specified by the Company: 
  
 Date of Bid Borrowing:                  
  
 Aggregate Maximum Bid Amount: $                

  
 Offer 1 (Maximum Bid Amount:
$                ) Interest Period:                  
  
 
	 Principal Amount $
 	  	 Principal Amount $
 	  	 Principal Amount $
 
	 Interest:
 	  	 Interest:
 	  	 Interest:
 
	 [Absolute Rate     %]*
 	  	 [Absolute Rate     %]*
 	  	 [Absolute Rate     %]*
 
	 or
 	  	 or
 	  	 or
 
	 [LIBOR Bid Margin +/-      %]*
 	  	 [LIBOR Bid Margin +/-      %]*
 	  	 [LIBOR Bid Margin +/-      %]*
 

 
 

	*
	 
	Interest rate may be quoted to five decimal places . 
 


 
 F-1 








  
 
	 
	 Offer 2 (Maximum Bid Amount:
$                        ) Interest
Period:                            
 
	  	 	  	 	  
	 Principal Amount $
 	 	 Principal Amount $
 	 	 Principal Amount $
 
	 Interest:
 	 	 Interest:
 	 	 Interest:
 
	 [Absolute Rate     %]
 	 	 [Absolute Rate     %]
 	 	 [Absolute Rate     %]
 
	 or
 	 	 or
 	 	 or
 
	 [LIBOR Bid Margin +/-      %]*
 	 	 [LIBOR Bid Margin +/-      %]*
 	 	 [LIBOR Bid Margin +/-      %]*
 
	 
	 Offer 3 Maximum Bid Amount:
$                            ) Interest Period:
 
	  	 	  	 	  
	 Principal Amount $
 	 	 Principal Amount $
 	 	 Principal Amount $
 
	 Interest:
 	 	 Interest:
 	 	 Interest:
 
	 [Absolute Rate     %]*
 	 	 [Absolute Rate     %]*
 	 	 [Absolute Rate     %]*
 
	 or
 	 	 or
 	 	 or
 
	 [LIBOR Bid Margin +/-      %]*
 	 	 [LIBOR Bid Margin +/-      %]*
 	 	 [LIBOR Bid Margin +/-      %]*
 

 
  
 
	 [NAME OF BANK]
 
	 
	 By:
 	 	 

	  	 	  
	 Title:
 	 	 


 
 

	*
	 
	Interest rate may be quoted to five decimal places 
 

  

 
 F-2 








  
 EXHIBIT G-1 
  
 FORM OF COMMITTED LOAN NOTE 
  
 [DATE]

  
 FOR VALUE RECEIVED, the undersigned, Deluxe Corporation, a Minnesota corporation (the
“Company”), hereby promises to pay to the order of                  (the “Bank”) at the offices of Bank One, NA, as Administrative
Agent for the Banks (the “Agent”) the aggregate unpaid principal amount of all Committed Loans made by the Bank to the Company pursuant to the 5-Year Revolving Credit Agreement, dated as of August 19, 2002 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Bank, the other financial institutions from time to time party thereto (the “Banks”), Bank One, NA, as Agent and
as an LC Issuer, on the dates and in the amounts provided in the Credit Agreement. The Company further promises to pay interest on the unpaid principal amount of the Committed Loans evidenced hereby from time to time at the rates and on the dates as
agreed upon by the Company and the Bank, and otherwise as provided in the Credit Agreement. 
  
 As provided in the
Credit Agreement, the Bank is authorized to endorse the amount of and the date on which each Committed Loan is made, the maturity date therefor and each payment of principal with respect thereto on the schedules annexed hereto and made a part
hereof, or on continuations of such schedules which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation
of the Company under the Credit Agreement and this Promissory Note (this “Note”). 
  
 This Note is
one of the Committed Loan Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated
events. 
  
 Terms defined in the Credit Agreement are used herein with their defined meanings therein unless
otherwise defined herein. 
  
 This Note shall be governed by, and construed and interpreted in accordance with, the
laws of the State of New York. 
  
 
	 DELUXE CORPORATION
 
	 
	 By:
 	 	 

	  	 	  
	 Title:
 	 	 

	 Address:
 3680 Victoria Street
North
 

 
  

 
 G-1 








 
	 Shoreview, Minnesota 55126-2966
 

 
  

 
 G-2 








  
 SCHEDULE 
 to Committed Loan Note 
 [Offshore Rate Committed Loans] 
  
 
	 Date Loan Disbursed
 
	  	 Amount of Loan
 
	    	 Maturity Date
 
	    	 Principal Payment
 
	    	 Date Principal Paid
 

	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  

 

 
 G-3 








  
 SCHEDULE 
 to Bid Loan Note 
 [Base Rate Committed Loans] 
  
 
	 Date Loan Disbursed
 
	  	 Amount of Loan
 
	    	 Maturity Date
 
	    	 Principal Payment
 
	    	 Date Principal Paid
 

	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  

 

 
 G-4 








  
 EXHIBIT G-2 
  
 FORM OF BID LOAN NOTE 
  
 [DATE] 

 
 FOR VALUE RECEIVED, the undersigned, Deluxe Corporation, a Minnesota corporation (the “Company”), hereby
promises to pay to the order of                  (the “Bank”) at the offices of Bank One, NA, as Administrative Agent for the Banks (the
“Agent”) the aggregate unpaid principal amount of all Bid Loans made by the Bank to the Company pursuant to the 5-Year Revolving Credit Agreement, dated as of August 19, 2002 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among the Company, the Bank, the other financial institutions from time to time party thereto (the “Banks”), Bank One, NA, as Agent and as an LC Issuer, on the dates and in the
amounts provided in the Credit Agreement. The Company further promises to pay interest on the unpaid principal amount of the Bid Loans evidenced hereby from time to time at the rates and on the dates as agreed upon by the Company and the Bank, and
otherwise as provided in the Credit Agreement. 
  
 As provided in the Credit Agreement, the Bank is authorized to
endorse the amount of and the date on which each Bid Loan is made, the maturity date therefor and each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations of such schedules which
shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the Company under the Credit Agreement and this
Promissory Note (this “Note”). 
  
 This Note is one of the Bid Loan Notes referred to in, and is
entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. 
  
 Terms defined in the Credit Agreement are used herein with their defined meanings therein unless otherwise defined herein. 

 
 This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

  
 
	 DELUXE CORPORATION
 
	 
	 By:
 	 	 

	  	 	  
	 Title:
 	 	 

	 Address:
 3680 Victoria Street
North
 

 

 
 G-5 








 
	 Shoreview, Minnesota 55126-2966
 

 

 
 G-6 








  
 SCHEDULE 
 to Committed Loan Note 
 [Offshore Rate Committed Loans] 
  
 
	 Date Loan Disbursed
 
	  	 Amount of Loan
 
	    	 Maturity Date
 
	    	 Principal Payment
 
	    	 Date Principal Paid
 

	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  

 

 
 G-7 








  
 SCHEDULE 
 to Committed Loan Note 
 [Offshore Rate Committed Loans] 
  
 
	 Date Loan Disbursed
 
	  	 Amount of Loan
 
	    	 Maturity Date
 
	    	 Principal Payment
 
	    	 Date Principal Paid
 

	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  
	  	  	  	    	  	    	  	    	  

 

 
 G-8 








  
 EXHIBIT H 
  
 Form of Opinion of Counsel to the Company 
  
 August 19, 2002 
  
 Bank One, NA as Agent 
  
 Each of the Banks referred to as the Banks and LC Issuers in the Agreement mentioned below 
  
 c/o Bank One, NA 
 1 Bank One Plaza 
 Chicago, Illinois 60670 
 Attn: 
  
 Ladies and Gentlemen: 
  
 This opinion is furnished to you in connection with the execution and delivery of the 5-Year Revolving Credit Agreement dated as of August 19, 2002 (the
“Agreement”) between Deluxe Corporation, a Minnesota corporation (the “Company”) and Bank One, NA, as Agent (in such capacity, the “Agent”) for the Banks named on the signature pages thereto (the
“Banks”) and as an LC Issuer, and such Banks. 
  
 The undersigned is Senior Vice President, General Counsel
and Secretary of the Company. In rendering this opinion, I have consulted with other officers of the Company, outside counsel, and other attorneys within the Company’s Law Department, as I have deemed appropriate for purposes of this opinion.

  
 This opinion is provided pursuant to Section 4.01(d) of the Agreement. Capitalized terms not otherwise defined
herein have the respective meanings set forth in the Agreement. 
  
 In connection with this opinion, I, or other
attorneys within the Company’s Law Department, have reviewed the Agreement, the Notes, the Fee Letter, the other Loan Documents (collectively, the “Loan Documents”), and such other documents as I have deemed necessary and appropriate
for purposes of this opinion, including, without limitation, the Amended Articles of Incorporation and the By-laws (as amended) of the Company. In addition, I, or other attorneys within the Company’s Law Department, have investigated such
questions of law (including where deemed appropriate, consulting with outside counsel) and reviewed such certificates of government officials and information from officers and representatives of the Company as I have deemed necessary or appropriate
for the purposes of this opinion. 

 
 H-1 








  
 In rendering the opinions expressed below, I have assumed, with the Agent’s
and each Bank’s permission and without verification: 
  
 (a)    the
authenticity of all Loan Documents submitted to me as originals, 
  
 (b)    the
genuineness of all signatures (other than persons signing on behalf of the Company), 
  
 (c)    the legal capacity of natural persons, 
  
 (d)    the conformity to originals of the Loan Documents submitted to me as copies, 
  
 (e)    the due authorization, execution and delivery of the Loan Documents by the parties thereto other than the Company, 
  
 (f)    that all conditions precedent to the effectiveness of the Loan Documents have been satisfied or waived, and 

 
 (g)    that the Loan Documents constitute the valid, binding and enforceable obligations of
the parties thereto other than the Company. 
  
 Based on the foregoing, and subject to the
qualifications set forth below, I am of the opinion that: 
  
 1.    The Company
and each of its Material Subsidiaries, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to conduct business under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect (as defined in the Agreement).
The Company has the requisite corporate power to execute, deliver and perform its obligations under the Loan Documents. 
  
 2.    The execution, delivery and performance by the Company of the Loan Documents to which the Company is a party have been duly authorized by all requisite corporate action. The Loan Documents have been
duly executed and delivered by the Company and constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms. 
  
 3.    The execution and delivery by the Company of the Loan Documents to which the Company is a party, and the performance by the
Company of its obligations thereunder, do not and will not (a) violate any provision of law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator
presently in effect having applicability to the Company, (b) violate or be in conflict with any provision of the Amended Articles of Incorporation or By-laws (as amended) of the Company, (c) result in breach or constitute a default under any
indenture, loan or credit agreement or any other material agreement, lease or instrument known to me to which the
 

 
 H-2 









	 	
Company is a party or by which it or any of its properties may be bound or result in the creation of a Lien thereunder. 
 

  

4.    No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption
by, any governmental or public body or authority is required on the part of the Company to authorize, or is required in connection with the due execution, delivery and performance of, or the legality, validity or binding effect or enforceability of,
the Loan Documents. 
  
 5.    Except as disclosed on Schedule 5.05 of the
Agreement, there are no actions, suits or proceedings pending or, to the best of my knowledge, overtly threatened against or affecting the Company or any of its properties before any court or arbitrator, or any governmental department, board, agency
or other instrumentality which (i) challenge the legality, validity or enforceability of the Loan Documents, or (ii) would reasonably be expected to have a Material Adverse Effect. 
  
 6.    The Company is not an “investment company” or a company “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended. 
  
 7.    There is no litigation pending or, to the best of my knowledge, threatened, alleging that any slogan or other advertising device, product, process, method, substance, part or other material now employed by
the Company or any Subsidiary infringes upon any rights of any other Person which would reasonably be expected to have a Material Adverse Effect. 
  
 8.    The making of the Loans contemplated by the Agreement, and the use of the proceeds thereof as provided in the Agreement, does not violate Regulations T, U or X of the FRB.

  
 The opinions set forth above are subject to the following qualifications and exceptions: 
  

	 	(a)
	 
	I express no opinion as to the laws of any jurisdiction other than the State of Minnesota and the federal laws of the United States of America. I call to your
attention the fact that the Loan Documents provide that they are to be governed by the laws of the State of New York. For purposes of my opinion concerning the enforceability of the Loan Documents, I have assumed, with your permission, that the laws
of the State of New York are the same in all material respects as the laws of the State of Minnesota. 
 

  

	 	(b)
	 
	My opinions are subject to the effect of any applicable statute of limitation, and to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium, arrangement, fraudulent transfer or other similar law of general application affecting creditors’ rights generally. 
 

  

	 	(c)
	 
	My opinions are subject to the effect of general principles of equity and concepts of materiality, reasonableness, good faith and fair dealing,
 
 


 
 H-3 









	 	
and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law). 
 


 

	 	(d)
	 
	My opinion with respect to the enforceability of the provisions of the Agreement is qualified to the extent that the provision that terms contained therein may
not be waived or modified except in writing may be limited under certain circumstances. 
 

  

	 	(e)
	 
	My opinion with respect to the enforceability of the provisions of the Agreement is further qualified to the extent that the availability of specific
performance, injunctive relief and other equitable remedies is subject to the discretion of the tribunal before which any proceeding therefor may be brought. 
 

  

	 	(f)
	 
	I express no opinion as to the enforceability of the Loan Documents to the extent they contain: 
 

  

	 	1)
	 
	choice of law or forum selection provisions, 
 

  

	 	2)
	 
	waivers by the Company of any statutory or constitutional rights or remedies, 
 

  

	 	3)
	 
	grants to the Agent or Banks of powers of attorney, 
 

  

	 	4)
	 
	terms purporting to establish evidentiary standards, or 
 

  

	 	5)
	 
	terms to the effect that provisions in the Loan Documents may not be waived or modified except in writing that may be limited under certain circumstances.

 

  

	 	(g)
	 
	I express no opinion as to (i) the enforceability of provisions of the Loan Documents to the extent they contain cumulative remedies which purport to
compensate, or would have the effect of compensating, the party entitled to the benefits thereof in an amount in excess of the actual loss suffered by such party, or (ii) the enforceability of the Company’s obligation to pay any default
interest rate if the payment of such interest rate may be construed as unreasonable in relation to actual damages or grossly disproportionate to actual damages suffered by the Agent or the Banks as a result of such default. 



  

	 	(h)
	 
	I express no opinion concerning the Company’s rights in or title to, or the creation, perfection or priority of any security interest, pledge, lien,
mortgage or other similar interest in, any real or personal property. 
 

  

	 	(i)
	 
	I express no opinion as to compliance or the effect of noncompliance by the Agent or the Banks or any subsequent holder of the Notes with any
 
 


 
 H-4 








 
state or federal laws or regulations applicable to the Agent or the Banks or such holder in connection with the transactions described in the Agreement. 
  

	 	(j)
	 
	My opinion as to the enforceability of the Loan Documents is subject to the effect of Minnesota Statutes 290.371, Subd. 4. 
 


 

	 	(k)
	 
	My opinions, insofar as they relate to the enforceability of indemnification provisions, are subject to the effect of federal and state securities laws and
public policy relating thereto. In addition, certain cases in the Federal District Courts have called into question the enforceability of private contractual agreements allocating financial responsibility under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (“CERCLA”) as between parties who are potentially responsible parties under CERCLA, and the reasoning in such cases could be utilized by parties attempting to avoid indemnity liability under
both CERCLA and state environmental statutes which may contain similar language respecting indemnity agreements. I express no opinion with respect to the enforceability of any provision of the Loan Documents which purports to excuse the Agent or
Banks from liability for, or require the Company to indemnify the Agent or the Banks against, the Agent or the Bank’s negligence or willful misconduct. 
 

  

	 	(l)
	 
	My opinion is limited solely to facts and laws existing as of the date hereof. I disclaim any obligation to update this opinion letter for events occurring or
coming to my attention, or any changes in the law taking effect, after the date hereof. 
 

  
 The
foregoing opinions are being furnished to you solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person except any Participant or Assignee without my prior written consent. By your acceptance, you
acknowledge that this opinion is given without personal recourse of any nature to me individually. 
  
 Very truly yours, 
 Anthony C. Scarfone 
 Senior Vice President, 
 General Counsel 
 and Secretary 

 
 H-5 








  
 EXHIBIT I 
  
 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT 
  
 This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment and Acceptance”) dated as of                  is made between
                 (the “Assignor”) and                  (the
“Assignee”). 
  
 RECITALS 
  
 WHEREAS, the Assignor is party to that certain 5-Year Revolving Credit Agreement dated as of August 19, 2002 (as amended, restated, modified, supplemented or renewed from
time to time, the “Credit Agreement”), among Deluxe Corporation (the “Company”), the several financial institutions from time to time party thereto (including the Assignor, the “Banks”) and Bank
One, NA, as agent for the Banks (in such capacity, the “Agent”) and as an LC Issuer. Any terms defined in the Credit Agreement and not defined in this Assignment and Acceptance are used herein as defined in the Credit Agreement;

  
 WHEREAS, as provided under the Credit Agreement, the Assignor has committed to making Committed Loans to the
Company in an aggregate amount not to exceed $             (the “Commitment”); 
  
 [WHEREAS, as provided under the Credit Agreement, the Assignor has committed to issuing Facility LCs to the Company in an aggregate amount not to exceed
$             (the “LC Commitment”) 
  
 WHEREAS, [the Assignor has made Committed Loans in the aggregate principal amount of $             to the Company consisting of
$             principal amount of Committed Loans [no Committed Loans are outstanding under the Credit Agreement]; 
  
 [WHEREAS, [the Assignor has issued Facility LCs in the aggregate principal amount of $             to the
Company consisting of $             principal amount of Facility LCs [no Facility LCs are outstanding under the Credit Agreement]; and 
  

WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all] rights and obligations of the Assignor under the Credit Agreement in respect of its
Commitment, [together with a corresponding portion of each of its outstanding Committed Loans], in an amount equal to         % of the Assignor’s Commitment and Committed Loans, on the terms and subject
to the conditions set forth herein, and the Assignee wishes to accept assignment of such rights and to assume such obligations from the Assignor on such terms and subject to such conditions; 
  
 NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 
  
 1.    Assignment and Acceptance. 

 
 I-1 








  
 (a)    Subject to the terms and conditions of
this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except
as provided in this Assignment and Acceptance)       % (the “Assignee’s Percentage Share”) of (A) the Combined Commitment [and the Outstanding Credit Exposure ] of the Assignor and (B) all
related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents. 
  
 (b)    With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit
Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in the
amount set forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. It is the intent of the
parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its
obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, however, that the Assignor shall not relinquish its rights under Article III or Sections 10.04 and 10.05 of the Credit
Agreement to the extent such rights relate to the time prior to the Effective Date. 
  
 (c)    After giving effect to the assignment and assumption set forth herein, on the Effective Date: (i) the Assignee’s Commitment will be
$             ; and (ii) the principal amount of the Assignee’s Outstanding Credit Exposure will be
$             . 
  
 (d)    After giving effect to the assignment and assumption set forth herein, on the Effective Date: (i) the Assignor’s Commitment will be
$             ; and (ii) the principal amount of the Assignor’s Outstanding Credit Exposure will be
$             . 
  
 2.    Payments. 
  
 (a)    As
consideration for the sale, assignment and transfer contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the Effective Date in immediately available funds an amount equal to
$            , representing the Assignee’s Percentage Share of the principal amount of all Committed Loans previously made [, and Facility LCs issued] by the Assignor to the
Company under the Credit Agreement and outstanding on the Effective Date. 
  
 (b)    The [Assignor] [Assignee] further agrees to pay to the Agent a processing fee in the amount specified in Section 10.08(a) of the Credit Agreement. 
  
 3.    Reallocation of Payments.    Any interest, fees and other payments accrued prior to the Effective Date with respect to
the Commitment, Committed Loans and Facility LCs, if any, of the Assignor shall be for the account of the Assignor. Any interest, fees and other payments accrued on and after the Effective Date with respect to the portion of such Commitment,


 
 I-2 








  
 Committed Loans and Facility LCs assigned to the Assignee shall be for the account of the Assignee. Each
of the Assignor and the Assignee agrees that it will hold in trust for the other party any interest, fees and other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and pay to the other party any
such amounts which it may receive promptly upon receipt. 
  
 4.    Independent Credit
Decision.    The Assignee: (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements referred to in Section 5.11
or Section 6.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance; and (b) agrees that it will,
independently and without reliance upon the Assignor, the Agent, the Arranger, or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or
not taking action under the Credit Agreement. 
  
 5.    Effective Date; Notices.

  
 (a)    As between the Assignor and the Assignee, the effective date for this
Assignment and Acceptance shall be                  (the “Effective Date”); provided that the following conditions precedent have been
satisfied on or before the Effective Date: 
  
 (i)    this Assignment and
Acceptance shall be executed and delivered by the Assignor and the Assignee; 
  
 (ii)    any consent of the Company and the Agent required under Section 10.08(a) of the Credit Agreement for the effectiveness of the assignment hereunder by the Assignor to the Assignee shall have been duly
obtained and shall be in full force and effect as of the Effective Date; 
  
 (iii)    the Assignee shall pay to the Assignor all amounts due to the Assignor under this Assignment and Acceptance; 
  
 (iv)    the processing fee referred to in Section 2(b) hereof and in Section 10.08(a) of the Credit Agreement shall have been paid to
the Agent; and 
  
 (v)    the Assignor and Assignee shall have complied with the
other requirements of Section 10.08 of the Credit Agreement and with the requirements of Sections 9.10 and 3.01 of the Credit Agreement (in each case to the extent applicable). 
  
 (b)    Promptly following the execution of this Assignment and Acceptance, the Assignor shall deliver to the Company and the Agent for
acknowledgement by the Agent, a Notice of Assignment substantially in the form attached hereto as Schedule 1. 
  
 6.    Agent.    The Assignee hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are


 
 I-3 








  
 delegated to the Agent by the Banks pursuant to the terms of the Credit Agreement. [The Assignee shall
assume no duties or obligations held by the Assignor in its capacity as Agent under the Credit Agreement.] [INCLUDE ONLY IF ASSIGNOR IS AGENT] 
  
 7.    Withholding Tax.    The Assignee agrees to comply with Sections 3.01 and 9.10 of the Credit Agreement (if applicable). 
  
 8.    Representations and Warranties. 
  
 (a)    The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any Lien or other adverse claim; (ii) it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder; (iii) no notices to, or consents, authorizations or approvals of,
any Person are required (other than those referred to in Section 5(a)(ii) hereof and any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or
filings required by the Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; and (iv) this Assignment and Acceptance has been duly executed and delivered by
it and constitutes the legal, valid and binding obligation of the Assignor, enforceable against the Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of
general application relating to or affecting creditors’ rights and to general equitable principles. 
  
 (b)    The Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto. The Assignor makes no representation or warranty in connection with, and assumes
no responsibility with respect to, the solvency, financial condition or statements of the Company, or the performance or observance by the Company, of any of its respective obligations under the Credit Agreement or any other instrument or document
furnished in connection therewith. 
  
 (c)    The Assignee represents and
warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed
or delivered by it in connection with this Assignment and Acceptance, and to fulfill its obligations hereunder; (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than those referred to in Section
5(a)(ii) hereof and any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance; and apart from any agreements or undertakings or filings required by the Credit Agreement, no further action by, or
notice to, or filing with, any Person is required of it for such execution, delivery or performance; (iii) this Assignment and Acceptance has been duly executed and 

 
 I-4 








  
 delivered by it and constitutes the legal, valid and binding obligation of the
Assignee, enforceable against the Assignee in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights
and to general equitable principles; and (iv) it is an Eligible Assignee. 
  
 9.    Further
Assurances. 
  
 The Assignor and the Assignee each hereby agrees to execute and deliver such other instruments,
and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Agreement, including the delivery of any notices or other documents to the Company or the Agent, which may be required in
connection with the assignment and assumption contemplated hereby. 
  
 10.    Miscellaneous. 
  
 (a)    Any
amendment or waiver of any provision of this Assignment and Acceptance shall be in writing and signed by the parties hereto. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver
thereof and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights with respect to any other or further breach thereof. 
  
 (b)    All payments made hereunder shall be made without any set-off or counterclaim. 
  
 (c)    The Assignor and the Assignee shall each pay its own costs and expenses incurred in connection
with the negotiation, preparation, execution and performance of this Assignment and Acceptance. 
  
 (d)    This Assignment and Acceptance may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 
  
 (e)    THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK. THE ASSIGNOR AND THE ASSIGNEE EACH IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AND
ACCEPTANCE AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH PARTY TO THIS ASSIGNMENT AND ACCEPTANCE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT 

 
 I-5 








 OF THIS ASSIGNMENT AND ACCEPTANCE OR ANY DOCUMENT RELATED HERETO, AND PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW. 
  
 (f)    THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, AND ANY RELATED DOCUMENTS AND AGREEMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER OF THE PARTIES AGAINST THE
OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH OF THE PARTIES ALSO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. [Other provisions to be added as may be
negotiated between the Assignor and the Assignee, provided that such provisions are not inconsistent with the Credit Agreement.] 
  
 IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Acceptance to be executed and delivered by their duly authorized officers as of the date first above written. 
  
 
	 [ASSIGNOR]
 
	 
	 By:
 	 	 

	 Title:
 	 	 


 
  
  
 
	 [ASSIGNEE]
 
	 
	 By:
 	 	 

	 Title:
 	 	 


 

 
 I-6 








  
 SCHEDULE 1 
 to the Assignment and Acceptance 
  
 NOTICE OF ASSIGNMENT AND ACCEPTANCE 

 
 Date:                 

  
  
 Bank One, NA 
 as Agent 
  
 
 
 
 
 
Attention:                              

 
  
 Deluxe Corporation 
  
 
 
 
 
 
Attention:
                             
  
 Ladies and Gentlemen: 
  
 We refer to the 5-Year Revolving Credit
Agreement dated as of August 19, 2002 (as amended, restated, modified, supplemented or renewed from time to time, the “Credit Agreement”) among Deluxe Corporation (the “Company”), the Banks referred to therein and
Bank One, NA, as Agent for the Banks (the “Agent”). Terms defined in the Credit Agreement are used herein as therein defined. 
  
 1.    We hereby give you notice of[, and request the consent of the Company and the Agent to, the assignment by
                 (the “Assignor”) to                  (the
“Assignee”) of         % of the right, title and interest of the Assignor in and to the Credit Agreement (including, without limitation,
        % of the right, title and interest of the Assignor in and to the Commitment of the Assignor and all outstanding Committed Loans made [, and Facility LCs issued,] by the Assignor) pursuant to
that certain Assignment and Acceptance Agreement, dated as of                  (the “Assignment and Acceptance”) between Assignor and Assignee, a
copy of which Assignment and Acceptance is attached hereto. Before giving effect to such assignment the Assignor’s Commitment is $                 and the
aggregate principal amount of its outstanding Committed Loans is $                 . 
  
 2.    The Assignee agrees that, upon receiving the consent of the Company and the Agent to such assignment and from and after the
Effective Date (as such term is defined in Section 5 of the Assignment and Acceptance), the Assignee shall be bound by the terms of the Credit Agreement, with respect to the interest in the Credit Agreement assigned to it as specified 







  
 above, as fully and to the same extent as if the Assignee were the Bank
originally holding such interest in the Credit Agreement. 
  
 3.    The following
administrative details apply to the Assignee: 
  
 (A)    Lending Office(s):

  
  
 
	 Assignee name:
 	  	 

	 Address:
 	  	  
 
 
 
	  	  	 
 
 
 
 
 
 
	 Attention:
 	  	 
 
 
	 Telephone:
 	  	 (        )
 

	 Facsimile:
 	  	 (        )
 


 
  
  
 
	 Assignee name:
 	  	 

	 Address:
 	  	  
 
 
 
	  	  	 
 
 
 
 
 
 
	 Attention:
 	  	 
 
 
	 Telephone:
 	  	 (        )
 

	 Facsimile:
 	  	 (        )
 


 
  
  
 (B)    Notice Address: 
  
 
	 Assignee name:
 	  	 

	 Address:
 	  	  
 
 
 
	  	  	 
 
 
 
 
 
 
	 Attention:
 	  	 
 
 
	 Telephone:
 	  	 (        )
 

	 Facsimile:
 	  	 (        )
 


 
  
 (C)    Payment Instructions:

  
 
	 Account No.:
 	  	 

	 At:
 	  	  
 
 
 
	  	  	 
 
 
 
 
 
 
	 Reference:
 	  	 
 
 
	 Attention:
 	  	 


 

 
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 4.    You are entitled to rely upon the
representations, warranties and covenants of each of the Assignor and Assignee contained in the Assignment and Acceptance. 
  
 5.    This Notice of Assignment and Acceptance may be executed by the Assignor and the Assignee in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute one and the same notice and agreement. 
  
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left blank] 

 
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 IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice of
Assignment and Acceptance to be executed by their respective duly authorized officials, officers or agents as of the date first above mentioned. 
  
 
	  	 	 Very truly yours,
  
 
	 Adjusted Commitment:
 	 	 [ASSIGNOR]
  
 
	 $                            
 	 	 By:
 

	 Adjusted Pro Rata Share:
 	 	 Title:
 

	             %
 	 	  
	  
  
 Commitment:
  
 	 	 [ASSIGNEE]
  
 
	 $                             ]
 	 	 By:
 

	 [Pro Rata Share
 	 	 Title:
 

	 $                             ]
 	 	  
	  	 	  

 
  
  
 
	 ACKNOWLEDGED this ____ day of ________:
  
 BANK ONE, NA
 as Agent and as an LC Issuer
  
 
	 By:
 	 	 

	 Title:
 	 	 


 
  
  
 
	 CONSENTED TO this ____ day of ________:
  
 DELUXE CORPORATION
 
	  	 	  
	 By:
 	 	 

	 Title:
 	 	 


 

 
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