EX-10-P-2: THREE YEAR CREDIT AGREEMENT



 



EXHIBIT 10-P-2



EXECUTION COPY



$337,500,000



THREE-YEAR

CREDIT AGREEMENT



dated as of October 29, 2002



among



Rockwell Automation, Inc.



The Banks Listed Herein



Bank of America, N.A., Citibank, N.A.,

Deutsche Bank Securities Inc., and UBS AG, Stamford Branch,

as Syndication Agents



Mellon Bank, N.A. and Wells Fargo Bank, N.A.,

as Co-Syndication Agents



and



JPMorgan Chase Bank,

as Administrative Agent



J.P. Morgan Securities Inc.,

Sole Lead Arranger and Bookrunner



 







 




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	

	 	 	ARTICLE 1
	 	 	 	 
	 	 	DEFINITIONS
	 	 	 	 
	
	
	
	

	Section 1.01.   Definitions
	 	 	1	 
	
	
	
	

	Section 1.02.   Accounting Terms and Determinations
	 	 	12	 
	
	
	
	

	Section 1.03.   Types of Borrowings
	 	 	12	 
	
	
	
	

	 	 	ARTICLE 2
	 	 	 	 
	 	 	THE CREDITS
	 	 	 	 
	
	
	
	

	Section 2.01.   Commitments to Lend
	 	 	13	 
	
	
	
	

	Section 2.02.   Notice of Committed Borrowing
	 	 	13	 
	
	
	
	

	Section 2.03.  Competitive Bid Borrowings
	 	 	13	 
	
	
	
	

	Section 2.04.   Notice to Banks; Funding of Loans
	 	 	18	 
	
	
	
	

	Section 2.05.   Evidence of Debt
	 	 	18	 
	
	
	
	

	Section 2.06.   Maturity of Loans
	 	 	19	 
	
	
	
	

	Section 2.07.   Interest Rates
	 	 	19	 
	
	
	
	

	Section 2.08.   Method of Electing Interest Rates
	 	 	21	 
	
	
	
	

	Section 2.09.   Facility Fee
	 	 	23	 
	
	
	
	

	Section 2.10.   Optional Termination or Reduction of Commitments
	 	 	23	 
	
	
	
	

	Section 2.11.   Scheduled Termination of Commitments
	 	 	23	 
	
	
	
	

	Section 2.12.   Optional Prepayments
	 	 	23	 
	
	
	
	

	Section 2.13.   General Provisions as to Payments
	 	 	24	 
	
	
	
	

	Section 2.14.   Funding Losses
	 	 	25	 
	
	
	
	

	Section 2.15.   Computation of Interest and Fees
	 	 	25	 
	
	
	
	

	Section 2.16.   Regulation D Compensation
	 	 	25	 
	
	
	
	

	 	 	ARTICLE 3
	 	 	 	 
	 	 	CONDITIONS
	 	 	 	 
	
	
	
	

	Section 3.01.   Effectiveness
	 	 	26	 
	
	
	
	

	Section 3.02.   Existing Credit Agreement
	 	 	27	 
	
	
	
	

	Section 3.03.   Borrowings
	 	 	27	 



i







 



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 	 	 	 	 	 	

	 	 	 	 	ARTICLE 4
	 	 	 	 
	 	 	 	 	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	
	
	
	

	Section 4.01.   Corporate Existence and Power
	 	 	28	 
	
	
	
	

	Section 4.02.   Corporate and Governmental Authorization; No Contravention
	 	 	28	 
	
	
	
	

	Section 4.03.   Binding Effect
	 	 	28	 
	
	
	
	

	Section 4.04.   Financial Information
	 	 	29	 
	
	
	
	

	Section 4.05.   Litigation
	 	 	29	 
	
	
	
	

	Section 4.06.   Environmental Matters
	 	 	29	 
	
	
	
	

	 	 	 	 	ARTICLE 5
	 	 	 	 
	 	 	 	 	COVENANTS
	 	 	 	 
	
	
	
	

	Section 5.01.   Information
	 	 	30	 
	
	
	
	

	Section 5.02.   Maintenance of Existence
	 	 	31	 
	
	
	
	

	Section 5.03.   Compliance with Laws
	 	 	31	 
	
	
	
	

	Section 5.04.   Use of Proceeds
	 	 	31	 
	
	
	
	

	Section 5.05.   Debt to Capitalization
	 	 	31	 
	
	
	
	

	Section 5.06.   Mergers, Consolidations and Sales of Assets
	 	 	32	 
	
	
	
	

	Section 5.07.   Limitations on Liens
	 	 	33	 
	
	
	
	

	Section 5.08.   Limitations on Sale and Lease-Back
	 	 	35	 
	
	
	
	

	Section 5.09.   Limitations on Change in Subsidiary Status
	 	 	37	 
	
	
	
	

	 	 	 	 	ARTICLE 6
	 	 	 	 
	 	 	 	 	DEFAULTS
	 	 	 	 
	
	
	
	

	Section 6.01.   Events of Default
	 	 	37	 
	
	
	
	

	Section 6.02.   Notice of Default
	 	 	39	 
	
	
	
	

	 	 	 	 	ARTICLE 7
	 	 	 	 
	 	 	 	 	THE ADMINISTRATIVE AGENT
	 	 	 	 
	
	
	
	

	Section 7.01.   Appointment and Authorization
	 	 	39	 
	
	
	
	

	Section 7.02.   Administrative Agent and Affiliates
	 	 	39	 
	
	
	
	

	Section 7.03.   Action by Administrative Agent
	 	 	39	 
	
	
	
	

	Section 7.04.   Consultation with Experts
	 	 	40	 
	
	
	
	

	Section 7.05.   Liability of Administrative Agent
	 	 	40	 
	
	
	
	

	Section 7.06.   Indemnification
	 	 	40	 
	
	
	
	

	Section 7.07.   Credit Decision
	 	 	40	 
	
	
	
	

	Section 7.08.   Successor Administrative Agent
	 	 	41	 
	
	
	
	

	Section 7.09.   Administrative Agent’s Fee
	 	 	41	 



ii







 



	 	 	 	 	 	 	 	 	 
	
	
	
	

	Section 7.10.   Other Agents
	 	 	41	 
	
	
	
	

	 	 	 	 	ARTICLE 8
	 	 	 	 
	 	 	 	 	CHANGE IN CIRCUMSTANCES
	 	 	 	 
	
	
	
	

	Section 8.01.   Basis for Determining Interest Rate Inadequate or Unfair
	 	 	41	 
	
	
	
	

	Section 8.02.   Illegality
	 	 	42	 
	
	
	
	

	Section 8.03.   Increased Cost and Reduced Return
	 	 	43	 
	
	
	
	

	Section 8.04.   Taxes
	 	 	44	 
	
	
	
	

	Section 8.05.   Base Rate Loans Substituted for Affected Fixed Rate Loans
	 	 	46	 
	
	
	
	

	 	 	 	 	ARTICLE 9
	 	 	 	 
	 	 	 	 	MISCELLANEOUS
	 	 	 	 
	
	
	
	

	Section 9.01.   Notices
	 	 	47	 
	
	
	
	

	Section 9.02.   No Waivers
	 	 	47	 
	
	
	
	

	Section 9.03.   Expenses; Indemnification
	 	 	47	 
	
	
	
	

	Section 9.04.   Sharing of Set-offs
	 	 	48	 
	
	
	
	

	Section 9.05.   Amendments and Waivers
	 	 	48	 
	
	
	
	

	Section 9.06.   Successors and Assigns
	 	 	49	 
	
	
	
	

	Section 9.07.   Designated Banks
	 	 	51	 
	
	
	
	

	Section 9.08.   Collateral
	 	 	52	 
	
	
	
	

	Section 9.09.   Governing Law; Submission to Jurisdiction
	 	 	52	 
	
	
	
	

	Section 9.10.   Counterparts; Integration
	 	 	52	 
	
	
	
	

	Section 9.11.   Waiver of Jury Trial
	 	 	52	 
	
	
	
	

	
	
	
	

	
	
	
	

	Pricing Schedule
	 	 	 	 
	
	
	
	

	
	
	
	

	
	
	
	

	Exhibit A — Competitive Bid Quote Request
	 	 	 	 
	
	
	
	

	Exhibit B — Invitation for Competitive Bid Quotes
	 	 	 	 
	
	
	
	

	Exhibit C — Competitive Bid Quote
	 	 	 	 
	
	
	
	

	Exhibit D — Opinion of General Counsel of the Company
	 	 	 	 
	
	
	
	

	Exhibit E — Opinion of Special Counsel for the Administrative Agent
	 	 	 	 
	
	
	
	

	Exhibit F — Assignment and Assumption Agreement
	 	 	 	 
	
	
	
	

	Exhibit G — Designation Agreement
	 	 	 	 



 







 


THREE-YEAR

CREDIT AGREEMENT



         AGREEMENT dated as of October 29, 2002 among ROCKWELL AUTOMATION, INC.,
the BANKS listed on the signature pages hereof, BANK OF AMERICA, N.A.,
CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., and UBS AG, STAMFORD BRANCH, as
Syndication Agents, MELLON BANK, N.A. and WELLS FARGO BANK, N.A., as
Co-Syndication Agents, and JPMORGAN CHASE BANK, as Administrative Agent.


         The parties hereto agree as follows:


ARTICLE 1

DEFINITIONS



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


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


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


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


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


         “Approved Fund” means any Fund that is administered or managed by (i) a
Bank, (ii) an affiliate of a Bank or (iii) an entity or an affiliate of an
entity that administers or manages a Bank.


         “Assignee”
has the meaning set forth in Section 9.06(c).


 








 


         “Bank” means each bank or other institution listed on the signature pages
hereof, each Assignee which becomes a Bank pursuant to Section 9.06(c), and their
respective successors.


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


         “Base Rate Loan” means a Committed Loan that bears interest at the Base
Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or Article 8.


         “Borrowing”
has the meaning set forth in Section 1.03.


         “Co-Syndication Agent” means each of Mellon Bank, N.A. and Wells Fargo
Bank, N.A. in its capacity as the co-syndication agent hereunder.


         “Commission” means the Securities and Exchange Commission, or any
successor to its duties under the Securities Exchange Act of 1934.


         “Commitment” means (i) with respect to each Bank, the amount set forth
opposite the name of such Bank on the signature pages hereof, and (ii) with
respect to any Assignee, the amount of the transferor Bank’s Commitment
assigned to such Assignee pursuant to Section 9.06(c), in each case as such amount may
be reduced from time to time pursuant to Section 2.10 or changed as a result of an
assignment pursuant to Section 9.06(c).


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


         “Company” means Rockwell Automation, Inc., a Delaware corporation, and its
successors.


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


         “Competitive Bid Absolute Rate Loan” means a loan made or to be made by a
Bank pursuant to an Absolute Rate Auction.


2







 


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


         “Competitive Bid LIBOR Loan” means a loan made or to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the Base
Rate pursuant to Section 8.01(a)).


         “Competitive Bid Loan” means a Competitive Bid LIBOR Loan or a Competitive
Bid Absolute Rate Loan.


         “Competitive
Bid Margin” has the meaning set forth in Section 2.03(d).


         “Competitive Bid Quote” means an offer by a Bank to make a Competitive Bid
Loan in accordance with Section 2.03.


         “Consolidated Debt” means, at any date, the Debt of the Company and its
Restricted Subsidiaries, as consolidated and determined as of such date in
accordance with GAAP.


         “Consolidated Funded Debt” means, at any date, the Funded Debt of the
Company and its Restricted Subsidiaries, as consolidated and determined as of
such date in accordance with GAAP.


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


         “Debt” of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person
evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property
or services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized
in accordance with GAAP, (v) all non-contingent obligations of such Person to
reimburse any


3







 



bank or other Person in respect of amounts paid under a letter of
credit or similar instrument, (vi) all Debt secured by a Lien on any asset of
such Person, whether or not such Debt is otherwise an obligation of such
Person, and (vii) all Guarantees by such Person of Debt of another Person (each
such Guarantee to constitute Debt in an amount equal to the amount of such
other Person’s Debt Guaranteed thereby).


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


         “Designated Bank” means, with respect to any Designating Bank, an Eligible
Designee designated by it pursuant to Section 9.07(a) as a Designated Bank for
purposes of this Agreement.


         “Designating Bank” means, with respect to each Designated Bank, the Bank
that designated such Designated Bank pursuant to Section 9.07(a).


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


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


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


         “Eligible Designee” means a special purpose corporation that (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and (iii) issues (or the parent of which
issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or
at least P-1 or the equivalent thereof by Moody’s.


         “Environmental Laws” means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to the
environment or the effect of the environment on human health or to emissions,
discharges or releases


4







 



of pollutants, contaminants, Hazardous Substances or
wastes into the environment, including (without limitation) ambient air,
surface water, ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, Hazardous Substances or wastes or the
clean-up or other remediation thereof.


         “Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants,
options or other rights entitling the holder thereof to purchase or acquire any
such equity interest.


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


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


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


         “Euro-Dollar Loan” means a Committed Loan that bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election.


         “Euro-Dollar Margin” means a rate per annum determined in accordance with
the Pricing Schedule.


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


         “Euro-Dollar Reference Banks” means the principal London offices of
JPMorgan Chase Bank, Bank of America, N.A., and Citibank, N.A., and
“Euro-Dollar Reference Bank” means any of the foregoing.


         “Euro-Dollar
Reserve Percentage” has the meaning set forth in Section 2.16.


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


5







 


         “Existing Credit Agreement” means the $1,000,000,000 Five-Year Credit
Agreement dated as of December 5, 1996, as amended and restated as of December
3, 1997, among the Company, the banks parties thereto, and JPMorgan Chase Bank
(successor to Morgan Guaranty Trust Company of New York), as Agent.


         “Facility Fee Rate” means a rate per annum determined in accordance with
the Pricing Schedule.


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


         “Fixed Rate Loans” means Euro-Dollar Loans or Competitive Bid Loans
(excluding Competitive Bid LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01(a)) or any combination of the foregoing.


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


         “Funded Debt” of any Person means, at any date of computation, all
indebtedness for borrowed money of such Person which by its terms matures more
than 12 months after such date or which is extendible or renewable at the
option of such Person to a time more than 12 months after such date; provided,
however, that (i) Funded Debt shall include all obligations in respect of lease
rentals which under GAAP appear on a balance sheet of such Person as a
liability item other than a current liability, (ii) in the case of the Company,
Funded Debt shall not include Subordinated Debt and (iii) outstanding preferred
stock of a Restricted Subsidiary that is not owned by the Company or a
Wholly-Owned Restricted Subsidiary shall be deemed to constitute a principal
amount of Funded Debt equal to the par value or involuntary liquidation value,
whichever amount is higher, of such preferred stock.



6









 



         “GAAP” means generally accepted accounting principles as in effect from
time to time, applied on a basis consistent (except for changes concurred in by
the Company’s independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries delivered to the Banks.


         “Group of Loans” means, at any time, a group of Loans consisting of (i)
all Committed Loans which are Base Rate Loans at such time or (ii) all
Euro-Dollar Loans having the same Interest Period at such time; provided that,
if a Committed Loan of any particular Bank is converted to or made as a Base
Rate Loan pursuant to Article 8, such Loan shall be included in the same Group
or Groups of Loans from time to time as it would have been in if it had not
been so converted or made.


         “Guarantee” by any Person means any obligation, contingent or otherwise,
of such Person directly or indirectly guaranteeing any Debt of any other
Person; provided that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business. The term “Guarantee”
used as a verb has a corresponding meaning.


         “Hazardous Substances” means any toxic, radioactive, caustic or otherwise
hazardous substance, including petroleum, its derivatives and by-products and
other hydrocarbons, or any substance having any constituent elements displaying
any of the foregoing characteristics.


         “Indemnitee” has the meaning set forth in Section 9.03(b).


         “Interest Period” means: (1) with respect to each Euro-Dollar Loan, the
period commencing on the date of borrowing specified in the applicable Notice
of Borrowing or on the date specified in a Notice of Interest Rate Election and
ending one, two, three or six months thereafter, as the Company may elect in
such notice; provided that:



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




		
	 	         (b) any Interest Period which begins on the last Euro-Dollar
Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such



7







 




		
	 	Interest Period) shall end on the last Euro-Dollar Business Day of a
calendar month;



         (2)  with respect to each Competitive Bid LIBOR Borrowing, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such whole number of months thereafter as the Company may
elect in accordance with Section 2.03; provided that:



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




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



         (3)  with respect to each Competitive Bid Absolute Rate Borrowing,
the period commencing on the date of borrowing specified in the
applicable Notice of Borrowing and ending such number of days thereafter
(but not less than 7 days) as the Company may elect in accordance with
Section 2.03; provided that any Interest Period which would otherwise
end on a day which is not a Euro-Dollar Business Day shall be extended
to the next succeeding Euro-Dollar Business Day;


provided further that no Interest Period applicable to any Loan may end after
the Termination Date.


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


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


         “Lien” means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind, or any
other type of preferential arrangement that has substantially the same
practical effect as a security interest, in respect of such asset. For
purposes hereof, the Company or any Subsidiary shall be deemed to own
subject to a Lien any asset which it has acquired or holds subject to
the interest of a vendor or lessor under any


8







 



conditional sale agreement,
capital lease or other title retention agreement relating to such asset.


         “Loan” means a Committed Loan or a Competitive Bid Loan and “Loans”
means Committed Loans or Competitive Bid Loans or any combination of the
foregoing.


         “London Interbank Offered Rate” has the meaning set forth in
Section 2.07(b).


         “Material Debt” means a Single Issue (other than the Loans) of the
Company and/or one or more of its Subsidiaries in a principal amount
exceeding $75,000,000.


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


         “Notice of Interest Rate Election” has the meaning specified in
Section 2.08.


         “Parent” means, with respect to any Bank, any Person controlling
such Bank.


         “Participant” has the meaning set forth in Section 9.06(b).


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


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


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


         “Principal Property” means any real property (including buildings
and other improvements) of the Company or any Restricted Subsidiary
whether currently owned or hereafter acquired (other than any property
hereafter acquired for the control or abatement of atmospheric
pollutants or contaminants or water, noise, odor or other pollution, or
for purposes of developing a cogeneration facility or a small power
production facility as such terms are defined in the Public Utility
Regulatory Policies Act of 1978, as amended) which (i) has, at any date
of


9







 


determination, a book value in excess of 5% of Shareowners’ Equity
and (ii) in the opinion of the board of directors of the Company (or any
duly authorized committee
thereof) is of material importance to the total business conducted
by the Company and its Restricted Subsidiaries as a whole.


         “Quarterly Payment Dates” means each March 31, June 30, September
30 and December 31.


         “Register” has the meaning set forth in Section 9.06(c).


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


         “Required Banks” means at any time Banks having more than 50% of
the aggregate amount of the Commitments or, if the Commitments shall
have been terminated, holding more than 50% of the aggregate unpaid
principal amount of the Loans.


         “Restricted Subsidiary” means any Subsidiary of the Company other
than an Unrestricted Subsidiary.


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


         “Sale and Lease-Back Transaction” has the meaning specified in
Section 5.08.


         “SEC” means the Securities and Exchange Commission.


         “Secured Debt” means indebtedness for borrowed money of the Company
or a Restricted Subsidiary (other than indebtedness owed by a Restricted
Subsidiary to the Company, by a Restricted Subsidiary to another
Restricted Subsidiary or by the Company to a Restricted Subsidiary),
which is secured by (a) a mortgage or other lien on any Principal
Property of the Company or a Restricted Subsidiary or (b) a pledge, lien
or other security interest on any shares of stock or indebtedness of a
Restricted Subsidiary. The amount of Secured Debt at any time
outstanding shall be the amount then owing thereon by the Company or a
Restricted Subsidiary.


         “Shareowners’ Equity” means, at any date of computation, the
aggregate of capital stock, capital surplus and earned surplus, after
deducting the cost of shares of capital stock of the Company held in its
treasury, of the Company and its


10







 


Restricted Subsidiaries, as
consolidated and determined in accordance with GAAP.


         “Single Issue” means indebtedness for borrowed money arising in a
single transaction or a series of related transactions. Indebtedness
issued in discrete offerings but governed by a single shelf indenture
shall not be aggregated as a Single Issue, but indebtedness owing to
multiple lenders under parallel agreements comprising a single private
placement and indebtedness arising from multiple takedowns under a
single or a series of related commitments from one or more lenders shall
be so aggregated.


         “Subordinated Debt” means any unsecured Debt of the Company which:
(1) has a final maturity subsequent to the Termination Date; (2) does
not provide for mandatory payment or retirement prior to said date,
whether by means of serial maturities or sinking fund or other analogous
provisions or plan, fixed or contingent, requiring, or which on the
happening of a contingency may require, the payment or retirement of
such Debt in amounts which as of any particular time would aggregate
more than such portion of the original principal amount thereof as is
obtained by multiplying such original principal amount by a fraction the
numerator of which shall be the number of months elapsed from the date
of creation of such Debt to such time and the denominator of which shall
be the number of months from the date of creation thereof to the final
maturity thereof; and (3) is expressly made subordinate and junior in
right of payment to the Loans and such other Debt of the Company (except
other Subordinated Debt) as may be specified in the instruments
evidencing the Subordinated Debt or the indenture or other similar
instrument under which it is issued (which indenture or other instrument
shall be binding on all holders of such Subordinated Debt).


         “Subsidiary” means, as to any Person, any corporation or other
entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or
indirectly owned by such Person; unless otherwise specified,
“Subsidiary” means a Subsidiary of the Company.


         “Syndication Agent” means each of Bank of America, N.A., Citibank,
N.A., Deutsche Bank Securities Inc., and UBS AG, Stamford Branch in its
capacity as the syndication agent hereunder.


         “Termination Date” means October 29, 2005, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.


         “Total Capitalization” means, at any date, the sum (without
duplication) of (i) Consolidated Debt as of such date and (ii) all
preferred stock of the


11







 


Company and its Restricted Subsidiaries and the
consolidated shareowners’ equity of the Company and its Restricted
Subsidiaries as of the date of the Company’s most recent financial
statements referred to in Section 4.04 or delivered pursuant to Section
5.01.


         “United States” means the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.


         “Unrestricted Subsidiary” means (a) any Subsidiary which, in
accordance with the provisions of this Agreement, has been designated by
the Company as an Unrestricted Subsidiary after the Effective Date,
unless and until such Subsidiary shall, in accordance with the
provisions of this Agreement, be designated by the Company as a
Restricted Subsidiary; and (b) any corporation of which any one or more
Unrestricted Subsidiaries directly or indirectly own outstanding shares
of capital stock having voting power sufficient to elect, under ordinary
circumstances (not dependent upon the happening of a contingency), a
majority of the directors.


         “Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary
all of the outstanding capital stock of which, other than directors’
qualifying shares, and all of the Funded Debt of which, shall at the
time be owned by the Company or by one or more Wholly-Owned Restricted
Subsidiaries, or by the Company in conjunction with one or more
Wholly-Owned Restricted Subsidiaries.


         SECTION 1.02. Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be
prepared in accordance with GAAP.


         SECTION 1.03. Types of Borrowings. The term “Borrowing” denotes
the aggregation of Loans of one or more Banks to be made to the Company
pursuant to Article 2 on a single date, all of which Loans are of the
same type (subject to Article 8) and, except in the case of Base Rate
Loans, have the same initial Interest Period. Borrowings are classified
for purposes of this Agreement either by reference to the pricing of
Loans comprising such Borrowing (e.g., a “Euro-Dollar Borrowing” is a
Borrowing comprised of Euro-Dollar
Loans) or by reference to the provisions of Article 2 under which
participation therein is determined (i.e., a “Committed Borrowing” is a
Borrowing under Section 2.01 in which all Banks participate in
proportion to their Commitments, while a “Competitive Bid Borrowing” is
a Borrowing under Section 2.03 in which the Bank participants are
determined on the basis of their bids in accordance therewith).


12







 


ARTICLE 2



THE CREDITS



         SECTION 2.01. Commitments to Lend. (a) During the Revolving Credit
Period each Bank severally agrees, on the terms and conditions set forth
in this Agreement, to make loans to the Company pursuant to this Section
from time to time in amounts such that the aggregate principal amount of
Committed Loans by such Bank at any one time outstanding shall not
exceed the amount of its Commitment. Within the foregoing limits, the
Company may borrow under this Section 2.01(a), repay, or to the extent
permitted by Section 2.12, prepay Loans and reborrow at any time during
the Revolving Credit Period under this Section 2.01(a).


         (b)  Each Borrowing under this Section 2.01 shall be in an aggregate
principal amount of $25,000,000 or any larger multiple of $1,000,000
(except that any such Borrowing may be in the aggregate amount available
in accordance with Section 3.03(b)) and shall be made from the several
Banks ratably in proportion to their respective Commitments.


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


         (a)  the date of such Borrowing, which shall be a Domestic Business
Day in the case of a Base Rate Borrowing or a Euro-Dollar Business Day
in the case of a Euro-Dollar Borrowing,


         (b)  the aggregate amount of such Borrowing,


         (c)  whether the Loans comprising such Borrowing are to bear
interest initially at the Base Rate or a Euro-Dollar Rate, and


         (d)  in the case of a Euro-Dollar Borrowing, the duration of the
initial Interest Period applicable thereto, subject to the provisions of
the definition of Interest Period.


         SECTION 2.03. Competitive Bid Borrowings. (a) The Competitive Bid
Option. In addition to Committed Borrowings pursuant to Section 2.01,
the Company may, as set forth in this Section, request the Banks during
the Revolving Credit Period to make offers to make Competitive Bid Loans
to the Company. The Banks may, but shall have no obligation to, make
such offers and the


13







 


Company may, but shall have no obligation to, accept
any such offers in the manner set forth in this Section.


         (b)  Competitive Bid Quote Request. When the Company wishes to
request offers to make Competitive Bid Loans under this Section, it
shall transmit to the Administrative Agent by telex or facsimile
transmission a Competitive Bid Quote Request substantially in the form
of Exhibit A hereto so as to be received no later than 10:30 A.M. (New
York City time) on (x) the fifth Euro-Dollar Business Day prior to the
date of Borrowing proposed therein, in the case of a LIBOR Auction or
(y) the Domestic Business Day next preceding the date of Borrowing
proposed therein, in the case of an Absolute Rate Auction (or, in either
case, such other time or date as the Company and the Administrative
Agent shall have mutually agreed and shall have notified to the Banks
not later than the date of the Competitive Bid Quote Request for the
first LIBOR Auction or Absolute Rate Auction for which such change is to
be effective) specifying:



		
	 	         (i) the proposed date of Borrowing, which shall be a Euro-Dollar
Business Day in the case of a LIBOR Auction or a Domestic Business Day
in the case of an Absolute Rate Auction,
	 
	 	         (ii) the aggregate amount of such Borrowing, which shall be
$25,000,000 or a larger multiple of $1,000,000,
	 
	 	         (iii) the duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period, and
	 
	 	         (iv) whether the Competitive Bid Quotes requested are to set forth
a Competitive Bid Margin or a Competitive Bid Absolute Rate.



The Company may request offers to make Competitive Bid Loans for more than
one Interest Period in a single Competitive Bid Quote Request. No
Competitive Bid Quote Request shall be given within five Euro-Dollar
Business Days (or such other number of days as the Company and the
Administrative Agent may agree) of any other Competitive Bid Quote
Request.


         (c)  Invitation for Competitive Bid Quotes. Promptly upon receipt of
a Competitive Bid Quote Request, the Administrative Agent shall send to
the Banks by telex or facsimile transmission an Invitation for
Competitive Bid Quotes substantially in the form of Exhibit B hereto,
which shall constitute an invitation by the Company to each Bank to
submit Competitive Bid Quotes offering to make the Competitive Bid Loans
to which such Competitive Bid Quote Request relates in accordance with
this Section.


14







 


         (d)  Submission and Contents of Competitive Bid Quotes. (i) Each
Bank may submit a Competitive Bid Quote containing an offer or offers to
make Competitive Bid Loans in response to any Invitation for Competitive
Bid Quotes. Each Competitive Bid Quote must comply with the
requirements of this subsection (d) and must be submitted to the
Administrative Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 9.01 not later than (x) 2:00 P.M.
(New York City time) on the fourth Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30
A.M. (New York City time) on the proposed date of Borrowing, in the case
of an Absolute Rate Auction (or, in either case, such other time or date
as the Company and the Administrative Agent shall have mutually agreed
and shall have notified to the Banks not later than the date of the
Competitive Bid Quote Request for the first LIBOR Auction or Absolute
Rate Auction for which such change is to be effective); provided that
Competitive Bid Quotes submitted by the Administrative Agent (or any
affiliate of the Administrative Agent) in the capacity of a Bank may be
submitted, and may only be submitted, if the Administrative Agent or
such affiliate notifies the Company of the terms of the offer or offers
contained therein not later than (x) one hour prior to the deadline for
the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior
to the deadline for the other Banks, in the case of an Absolute Rate
Auction. Subject to Articles 3 and 6, any Competitive Bid Quote so made
shall be irrevocable except with the written consent of the
Administrative Agent given on the instructions of the Company.



		
	 	         (ii) Each Competitive Bid Quote shall be in substantially the form
of Exhibit C hereto and shall in any case specify:




		
	 	         (A) the proposed date of Borrowing,




		
	 	         (B) the principal amount of the Competitive Bid Loan for
which each such offer is being made, which principal amount (w)
may be greater than or less than the Commitment of the quoting
Bank, (x) must be $5,000,000 or a larger multiple of $1,000,000,
(y) may not exceed the principal amount of Competitive Bid Loans
for which offers were requested and (z) may be subject to an
aggregate limitation as to the principal amount of Competitive
Bid Loans for which offers being made by such quoting Bank may be
accepted,




		
	 	         (C) in the case of a LIBOR Auction, the margin above or
below the applicable London Interbank Offered Rate (the
“Competitive Bid Margin”) offered for each such Competitive



15







 






	 	 	 	Bid
Loan, expressed as a percentage (specified to the nearest
1/10,000th of 1%) to be added to or subtracted from such base
rate,




		
	 	         (D) in the case of an Absolute Rate Auction, the rate of
interest per annum (specified to the nearest 1/10,000th of 1%)
(the “Competitive Bid Absolute Rate”) offered for each such
Competitive Bid Loan, and




		
	 	         (E) the identity of the quoting Bank.



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



		
	 	         (iii) Any Competitive Bid Quote shall be disregarded if it:




		
	 	         (A) is not substantially in conformity with Exhibit C hereto
or does not specify all of the information required by subsection
(d)(ii);




		
	 	         (B) contains qualifying, conditional or similar language;




		
	 	         (C) proposes terms other than or in addition to those set
forth in the applicable Invitation for Competitive Bid Quotes; or




		
	 	         (D) arrives after the time set forth in subsection (d)(i).



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


16







 


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



		
	 	         (i) the aggregate principal amount of each Competitive Bid Borrowing
may not exceed the applicable amount set forth in the related
Competitive Bid Quote Request,
	 
	 	         (ii) the principal amount of each Competitive Bid Borrowing must be
$25,000,000 or a larger multiple of $1,000,000,
	 
	 	         (iii) acceptance of offers may only be made on the basis of
ascending Competitive Bid Margins or Competitive Bid Absolute Rates, as
the case may be, and
	 
	 	         (iv) the Company may not accept any offer that is described in
subsection (d)(iii) or that otherwise fails to comply with the
requirements of this Agreement.



         (g)  Allocation by Administrative Agent. If offers are made by two
or more Banks with the same Competitive Bid Margins or Competitive Bid
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 Competitive Bid
Loans in respect of which such offers are accepted shall be allocated by
the Administrative Agent among such Banks as nearly as possible (in
multiples of $1,000,000, as the Administrative Agent may deem
appropriate) in proportion to the aggregate principal amounts of such
offers. Determinations by the Administrative Agent of the amounts of
Competitive Bid Loans shall be conclusive in the absence of manifest
error.


17







 


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


         (b)  Not later than 12:00 Noon (New York City time) on the date of
each Borrowing, each Bank participating therein shall (except as
provided in subsection (c) of this Section) make available its share of
such Borrowing, in Federal or other funds immediately available in New
York City, to the Administrative Agent at its address referred to in
Section 9.01. Unless the Administrative Agent determines that any
applicable condition specified in Article 3 has not been satisfied, the
Administrative Agent will make the funds so received from the Banks
available to the Company at the Administrative Agent’s aforesaid
address.


         (c)  Unless the Administrative Agent shall have received notice from
a Bank prior to the date of any Borrowing (or, in the case of a Base
Rate Borrowing, prior to 12:00 Noon (New York City time) on the date of
such Borrowing) that such Bank will not make available to the
Administrative Agent such Bank’s share of such Borrowing, the
Administrative Agent may assume that such Bank has made such share
available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.04 and the
Administrative Agent may, in reliance upon such assumption, make
available to the Company on such date a corresponding amount. If and to
the extent that such Bank shall not have so made such share available to
the Administrative Agent, such Bank and the Company severally agree to
repay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such
amount is made available to the Company until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Company, a
rate per annum equal to the higher of the Federal Funds Rate and the
interest rate applicable thereto pursuant to Section 2.07 and (ii) in
the case of such Bank, the Federal Funds Rate. If such Bank shall repay
to the Administrative Agent such corresponding amount, such amount so
repaid shall constitute such Bank’s Loan included in such Borrowing for
purposes of this Agreement.


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


         (b)  The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the type
thereof and the Interest Period applicable thereto, (ii) the amount of
any principal or interest due


18







 


and payable or to become due and payable
from the Company to each Bank hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the
Banks and each Bank’s share thereof.


         (c)  The entries made in the accounts maintained pursuant to
paragraph (a) or (b) of this Section shall be prima facie evidence of
the existence and amounts of the obligations recorded therein; provided
that the failure of any Bank or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the
obligation of the Company to repay the Loans in accordance with the
terms of this Agreement.


         (d)  Any Bank may request that Loans made by it be evidenced by a
promissory note. In such event, the Company shall prepare, execute and
deliver to such Bank a promissory note payable to the order of such Bank
(or, if requested by such Bank, to such Bank and its registered assigns)
and in a form approved by the Administrative Agent and the Company.
Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to
Section 9.06(c)) be represented by one or more promissory notes in such
form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered
assigns).


         SECTION 2.06.
Maturity of Loans. (a) Each Committed Loan shall
mature, and the principal amount thereof shall be due and payable
(together with interest accrued thereon) on the Termination Date.


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


         SECTION 2.07.
Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from
the date such Loan is made until it becomes due, at a rate per annum
equal to the Base Rate for such day. Such interest shall be payable at
maturity, quarterly in arrears on each Quarterly Payment Date and, with
respect to the principal amount of any Base Rate Loan that is prepaid or
converted to a Euro-Dollar Loan, on the date of such prepayment or
conversion. Any overdue principal of or interest on any Base Rate Loan
shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the sum of 2% plus the rate otherwise applicable
to Base Rate Loans for such day.


         (b)  Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period
applicable thereto, at a rate per annum equal to the sum of the
Euro-Dollar Margin for such


19







 


day plus the London Interbank Offered Rate
applicable to such Interest Period. Such interest shall be payable for
each Interest Period on the last day thereof and, if such Interest
Period is longer than three months, at intervals of three months after
the first day thereof.


         The “London Interbank Offered Rate” applicable to any Interest
Period means the rate per annum appearing on the Screen at approximately
11:00 a.m. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period as the rate per annum for deposits in
dollars with a maturity comparable to such Interest Period. If no rate
appears on the Screen for the necessary period, then the “London
Interbank Offered Rate” with respect to such Interest Period shall be
the average (rounded upward, if necessary, to the next higher 1/16 of
1%) of the respective rates per annum at which deposits in dollars are
offered by each of the Euro-Dollar Reference Banks in the London
interbank market at approximately 11:00 A.M. (London time) two
Euro-Dollar Business Days before the first day of such Interest Period
in an amount approximately equal to the principal amount of the
Euro-Dollar Loan of such Euro-Dollar Reference Bank to which such
Interest Period is to apply and for a period of time comparable to such
Interest Period.


         The “Screen” means Telerate Page 3750; provided that the
Administrative Agent may nominate an alternative source of screen rates
if such page is replaced by another which displays rates for inter-bank
deposits offered by leading banks in London.


         (c)  Any overdue principal of or interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the higher of (i) the sum of 2% plus the
Euro-Dollar Margin for such day plus the London Interbank Offered Rate
applicable to the Interest Period for such Loan and (ii) the sum of 2%
plus the Euro-Dollar Margin for such day plus the quotient obtained
(rounded upward, if necessary, to the next higher 1/100 of 1%) by
dividing (x) the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at which one day
(or, if such amount due remains unpaid more than three Euro-Dollar
Business Days, then for such other period of time not longer than six
months as the Administrative Agent may select) deposits in dollars in an
amount approximately equal to such overdue payment due to each of the
Euro-Dollar Reference Banks are offered by such Euro-Dollar Reference
Bank in the London interbank market for the applicable period determined
as provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage
(or, if the circumstances described in clause (a) or (b) of Section 8.01
shall exist, at a rate per annum equal to the sum of 2% plus the rate
applicable to Base Rate Loans for such day).


20







 


         (d)  Subject to Section 8.01(a), each Competitive Bid LIBOR Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the sum
of the London Interbank Offered Rate for such Interest Period
(determined)
in accordance with Section 2.07(b) as if the related Competitive Bid
LIBOR Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus)
the Competitive Bid Margin quoted by the Bank making such Loan in
accordance with Section 2.03. Each Competitive Bid Absolute Rate Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the
Competitive Bid Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.03. Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is
longer than three months, at intervals of three months after the first
day thereof. Any overdue principal of or interest on any Competitive
Bid Loan shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to the sum of 2% plus the Base Rate for such
day.


         (e)  The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give
prompt notice to the Company and the participating Banks of each rate of
interest so determined, and its determination thereof shall be
conclusive in the absence of manifest error.


         (f)  Each Euro-Dollar Reference Bank agrees to use its best efforts
to furnish quotations to the Administrative Agent as contemplated by
this Section. If any Euro-Dollar Reference Bank does not furnish a
timely quotation, the Administrative Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by
the remaining Euro-Dollar Reference Bank or Banks or, if none of such
quotations is available on a timely basis, the provisions of Section
8.01 shall apply.


         SECTION 2.8.
Method of Electing Interest Rates. (a) The Loans
included in each Committed Borrowing shall bear interest initially at
the type of rate specified by the Company in the applicable Notice of
Committed Borrowing. Thereafter, the Company may from time to time
elect to change or continue the type of interest rate borne by each
Group of Loans (subject to Section 2.08(d) and the provisions of Article
8), as follows:



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



21







 






		
	 	         (ii) if such Loans are Euro-Dollar Loans, the Company may elect to
convert such Loans to Base Rate Loans or continue such Loans as
Euro-Dollar Loans for an additional Interest Period, in each case as of
the last day of the then current Interest Period applicable thereto.



Each such election shall be made by
delivering a notice (a “Notice
of Interest Rate Election”) to the Administrative Agent not later than
12:00 noon (New York City time) on the third Euro-Dollar Business Day
before the conversion or continuation selected in such notice is to be
effective. A Notice of Interest Rate Election may, if it so specifies,
apply to only a portion of the aggregate principal amount of the
relevant Group of Loans; provided that (i) such portion is allocated
ratably among the Loans comprising such Group and (ii) the portion to
which such Notice applies, and the remaining portion to which it does
not apply, are each at least $25,000,000 (unless such portion is
comprised of Base Rate Loans). If no such notice is timely received
before the end of an Interest Period for any Group of Euro-Dollar Loans,
the Company shall be deemed to have elected that, at the end of such
Interest Period, such Group of Loans be continued as Euro-Dollar Loans
for an additional Interest Period of one month (subject to the
provisions of the definition of Interest Period).


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



		
	 	         (i) the Group of Loans (or portion thereof) to which such notice
applies;
	 
	 	         (ii) the date on which the conversion or continuation selected in
such notice is to be effective, which shall comply with the applicable
clause of Section 2.08(a);
	 
	 	         (iii) if the Loans comprising such Group are to be converted, the
new type of Loans and, if the Loans resulting from such conversion are
to be Euro-Dollar Loans, the duration of the next succeeding Interest
Period applicable thereto; and
	 
	 	         (iv) if such Loans are to be continued as Euro-Dollar Loans for an
additional Interest Period, the duration of such additional Interest
Period.



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


         (c)  Promptly after receiving a Notice of Interest Rate Election from
the Company pursuant to Section 2.08(a), the Administrative Agent shall
notify each


22







 


Bank of the contents thereof and such notice shall not
thereafter be revocable by the Company.


         (d)  The Company shall not be entitled to elect to convert any
Committed Loans to, or continue any Committed Loans for an additional
Interest Period as, Euro-Dollar Loans if (i) the aggregate principal
amount of any Group of Euro-Dollar Loans created or continued as a
result of such election would be less than $25,000,000 or (ii) a Default
shall have occurred and be continuing when the Company delivers notice
of such election to the Administrative Agent.


         (e)  If any Committed Loan is converted to a different type of Loan,
the Company shall pay, on the date of such conversion, the interest
accrued to such date on the principal amount being converted.


         SECTION 2.09. Facility Fee. The Company shall pay to the
Administrative Agent for the account of the Banks ratably a facility fee
at the Facility Fee Rate (determined daily in accordance with the
Pricing Schedule). Such facility fee shall accrue (i) from and
including the Effective Date to but excluding the Termination Date (or
earlier date of termination of the Commitments in their entirety), on
the daily aggregate amount of the Commitments (whether used or unused)
and (ii) from and including the Termination Date or such earlier date of
termination to but excluding the date the Loans shall be repaid in their
entirety, on the daily aggregate outstanding principal amount of the
Loans. Accrued fees under this Section shall be payable quarterly in
arrears on each Quarterly Payment Date and upon the date of termination
of the Commitments in their entirety (and, if later, the date the Loans
shall be repaid in their entirety).


         SECTION 2.10. Optional Termination or Reduction of Commitments .
During the Revolving Credit Period, the Company may, upon at least three
Domestic Business Days’ notice to the Administrative Agent, (i)
terminate the Commitments at any time, if no Loans are outstanding at
such time or (ii) ratably reduce from time to time by an aggregate
amount of $25,000,000 or any larger multiple thereof, the aggregate
amount of the Commitments in excess of the aggregate outstanding
principal amount of the Loans.


         SECTION 2.11. Scheduled Termination of Commitments. The
Commitments shall terminate on the Termination Date.


         SECTION 2.12. Optional Prepayments. (a Subject in the case of
any Euro-Dollar Loans to Section 2.14, the Company may (i) upon at least
one Domestic Business Day’s notice to the Administrative Agent, prepay
any Group of Base Rate Loans (or any Competitive Bid Borrowing bearing
interest at the


23







 


Base Rate pursuant to Section 8.01(a)) or (ii) upon at
least three Euro-Dollar Business Days’ notice to the Administrative
Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at
any time, or from time to time in part in amounts aggregating
$25,000,000 or any larger multiple of $1,000,000, by paying the
principal amount to be prepaid together with accrued interest thereon to
the date of prepayment. Each such optional prepayment shall be applied
to prepay ratably the Loans of the several Banks included in such Group
(or Borrowing).


         (b)  Except as provided in Section 2.12(a), the Company may not
prepay all or any portion of the principal amount of any Competitive Bid
Loan prior to the maturity thereof.


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


         SECTION 2.13. General Provisions as to Payments. (a The Company
shall make each payment of principal of, and interest on, the Loans and
of fees hereunder, without set-off, counterclaim or other deduction, not
later than 12:00 Noon (New York City time) on the date when due, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01. The
Administrative Agent will promptly distribute to each Bank its ratable
share of each such payment received by the Administrative Agent for the
account of the Banks. Whenever any payment of principal of, or interest
on, the Base Rate Loans or of fees shall be due on a day which is not a
Domestic Business Day, the date for payment thereof shall be extended to
the next succeeding Domestic Business Day. Whenever any payment of
principal of, or interest on, the Euro-Dollar Loans shall be due on a
day which is not a Euro-Dollar Business Day, the date for payment
thereof shall be extended to the next succeeding Euro-Dollar Business
Day unless such Euro-Dollar Business Day falls in another calendar
month, in which case the date for payment thereof shall be the next
preceding Euro-Dollar Business Day. Whenever any payment of principal
of, or interest on, the
Competitive Bid Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended
to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise,
interest thereon shall be payable for such extended time.


         (b)  Unless the Administrative Agent shall have received notice from
the Company prior to the date on which any payment is due to the Banks
hereunder that the Company will not make such payment in full, the
Administrative Agent may assume that the Company has made such payment
in full to the


24







 


Administrative Agent on such date and the Administrative
Agent may, in reliance upon such assumption, cause to be distributed to
each Bank on such due date an amount equal to the amount then due such
Bank. If and to the extent that the Company shall not have so made such
payment, each Bank shall repay to the Administrative Agent forthwith on
demand such amount distributed to such Bank together with interest
thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Administrative
Agent, at the Federal Funds Rate.


         SECTION 2.14. Funding Losses. If the Company makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a different type of Loan (whether such payment or
conversion is pursuant to Article 2, 6 or 8 or otherwise) on any day
other than the last day of the Interest Period applicable thereto, or
the last day of an applicable period fixed pursuant to Section 2.07(c),
or if the Company fails to borrow, prepay, convert or continue any Fixed
Rate Loans after notice has been given to any Bank in accordance with
Section 2.04(a), 2.08(c) or 2.12(c), the Company shall reimburse each
Bank within 15 days after demand for any resulting loss or expense
incurred by it (or by an existing or prospective Participant in the
related Loan), including (without limitation) any loss incurred in
obtaining, liquidating or employing deposits from third parties, but
excluding loss of margin for the period after any such payment or
conversion or failure to borrow, prepay, convert or continue; provided
that such Bank shall have delivered to the Company a certificate as to
the amount of such loss or expense, which certificate shall be
conclusive in the absence of manifest error.


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


         SECTION 2.16. Regulation D Compensation. Each Bank may require
the Company to pay, contemporaneously with each payment of interest on
the Euro-Dollar Loans, additional interest on the related Euro-Dollar
Loan of such Bank at a rate per annum determined by such Bank up to but
not exceeding the excess of (i) (A) the applicable London Interbank
Offered Rate divided by (B) one minus the Euro-Dollar Reserve Percentage
over (ii) the applicable London Interbank Offered Rate. Any Bank
wishing to require payment of such additional interest (x) shall so
notify the Company and the Administrative Agent, in which case such
additional interest on the Euro-Dollar Loans of such Bank shall be
payable to such Bank at the place indicated in such notice with respect
to each Interest Period


25







 


commencing at least three Euro-Dollar Business
Days after the giving of such notice and (y) shall notify the Company at
least five Euro-Dollar Business Days prior to each date on which
interest is payable on the Euro-Dollar Loans of the amount then due it
under this Section.


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


ARTICLE 3



CONDITIONS



         SECTION 3.01. Effectiveness. This Agreement shall become effective
on
the date that each of the following conditions shall have been
satisfied (or waived in accordance with Section 9.05):



		
	 	         (a) receipt by the Administrative Agent of counterparts hereof
signed by each of the parties hereto (or, in the case of any party as to
which an executed counterpart shall not have been received, receipt by
the Administrative Agent in form satisfactory to it of telegraphic,
telex or other written confirmation from such party of execution of a
counterpart hereof by such party);
	 
	 	         (b) receipt by the Administrative Agent of an opinion of the
General Counsel of the Company, substantially in the form of Exhibit D
hereto and covering such additional matters relating to the transactions
contemplated hereby as the Required Banks may reasonably request;
	 
	 	         (c) receipt by the Administrative Agent of an opinion of Davis Polk
& Wardwell, special counsel for the Administrative Agent, substantially
in the form of Exhibit E hereto and covering such additional matters
relating to the transactions contemplated hereby as the Required Banks
may reasonably request;




26









 




		
	 	         (d) receipt by the Administrative Agent of all documents the
Administrative Agent may reasonably request relating to the existence of
the Company, the corporate authority for and the validity of this Agreement,
the borrowing of Loans, and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent;
	 
	 	         (e) receipt by the Administrative Agent of payment of participation
fees for the account of each Bank in the respective amounts heretofore
mutually agreed; and
	 
	 	         (f) the entire principal amount of any loans outstanding under the
Existing Credit Agreement, together with accrued interest, fees and other
amounts in respect thereof, shall have been paid in full, and the
Administrative Agent shall have received a certificate in form satisfactory to it from
the Company to such effect;



provided that this Agreement shall not become effective or be binding on any
party
hereto unless all of the foregoing conditions are satisfied not later than
October 31,
2002. The Administrative Agent shall promptly notify the Company and the Banks
of
the Effective Date, and such notice shall be conclusive and binding on all
parties hereto.


         SECTION 3.02. Existing Credit Agreement. (a) On the Effective Date, the
“Commitments” as defined in the Existing Credit Agreement shall terminate,
without
further action by any party thereto.


         (b)  The Banks which are parties to the Existing Credit Agreement,
comprising
the “Required Banks” as defined therein, hereby waive any requirement of notice
of
termination of the “Commitments” (as defined in the Existing Credit Agreement)
pursuant to Section 2.09 thereof and of prepayment of loans thereunder, in each
case
to the extent necessary to give effect to Section 3.01(f) hereof, provided that
any such
prepayment of loans thereunder shall be subject to Section 2.13 of the Existing
Credit
Agreement.


         SECTION 3.03. Borrowings. The obligation of any Bank to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:


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


27







 


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


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


         (d)  the fact that the representations and warranties of the Company
contained
in this Agreement (other than the representations and warranties set forth in
Sections
4.04, 4.05 and 4.06, which are made only as of the date hereof) shall be true
on and as
of the date of such Borrowing.


Each Borrowing hereunder shall be deemed to be a representation and warranty by
the
Company on the date of such Borrowing as to the facts specified in clause (d)
of this
Section.


ARTICLE 4

REPRESENTATIONS AND WARRANTIES



         The Company represents and warrants that:


         SECTION 4.01. Corporate Existence and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of
Delaware, and has all corporate powers and will have on and as of the Effective
Date
all material governmental licenses, authorizations, consents and approvals
required to
carry on its business.


         SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Company of this
Agreement and the borrowing of Loans are within the Company’s corporate powers,
have been duly authorized by all necessary corporate action, require no action
by or in
respect of, or filing with, any governmental body, agency or official, do not
contravene
any provision of applicable law or regulation or of the certificate of
incorporation or
by-laws of the Company and do not contravene, or constitute a material default
under,
any debt instrument known to the Company to be binding upon it.


         SECTION 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Company enforceable in accordance with its terms.


28







 


         SECTION 4.04. Financial Information. (a) The consolidated balance sheet
of
the Company and its Consolidated Subsidiaries as of September 30, 2001 and the
related consolidated statements of income and cash flows for the fiscal year
then ended,
reported on by independent public accountants and set forth in the Company’s
report
on Form 10-K for the fiscal year ended September 30, 2001, a copy of which has
been delivered to each of the Banks, fairly present, in all material respects,
in
conformity with GAAP, the consolidated financial position of the Company and
its
Consolidated Subsidiaries as of such date and their consolidated results of
operations
and cash flows for such fiscal year.


         (b)  The unaudited consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of June 30, 2002 and the related unaudited
consolidated
statements of income and cash flows for the nine months then ended, set forth
in the
Company’s report on Form 10-Q for the fiscal quarter ended June 30, 2002,
fairly
present, in all material respects, in conformity with GAAP applied on a basis
consistent
with the financial statements referred to in subsection (a) of this Section,
the
consolidated financial position of the Company and its Consolidated
Subsidiaries as of
such date and their consolidated results of operations and cash flows for such
nine-month period (subject to normal year-end adjustments).


         (c)  As of the Effective Date, there will have been no material adverse
change
in the financial condition, business or operations of the Company and its
Consolidated
Subsidiaries, considered as a whole, from that reflected in the Company’s
report on
Form 10-K for the fiscal year ended September 30, 2001, and the Company’s
reports
on Form 10-Q for the fiscal quarters ended December 31, 2001, March 31, 2002
and
June 30, 2002.


         SECTION 4.05. Litigation. Except as disclosed in the Company’s report on
Form 10-K for the fiscal year ended September 30, 2001, and the Company’s
reports
on Form 10-Q for the fiscal quarters ended December 31, 2001, March 31, 2002
and
June 30, 2002, there is no action, suit or proceeding pending against, or to
the
knowledge of the Company threatened against or affecting, the Company or any of
its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official, in which there is a reasonable probability of an adverse decision
which could
materially adversely affect the business or consolidated financial position of
the
Company and its Consolidated Subsidiaries, considered as a whole, or which in
any
manner draws into question the validity of this Agreement or the Loans.


         SECTION 4.06. Environmental Matters. Expenditures by the Company and
its Consolidated Subsidiaries over and above the amounts reserved by the
Company and reflected in the financial statements of the Company for


29







 


environmental
capital investment and remediation necessary to comply with present Environmental Laws
and other expenditures for the resolution of existing environmental claims known to
the Company are not expected by management of the Company to have a material
adverse effect on the business or financial condition of the Company and its
Consolidated Subsidiaries, taken as a whole.


ARTICLE 5

COVENANTS



         The Company agrees that, so long as any Bank has any Commitment hereunder
or any amount payable hereunder remains unpaid:


         SECTION 5.01. Information. The Company will deliver to each of the
Banks:


         (a)  within 30 days after the Company’s Annual Report to Shareowners and
annual report on Form 10-K for each fiscal year of the Company are required to
be filed with the Commission (but in no event later than 120 days after the end of
the fiscal year of the Company covered by such reports), such Annual Report to Shareowners
and annual report on Form 10-K for such fiscal year, as so filed;


         (b)  within 15 days after the Company’s quarterly report on Form 10-Q
for each of the first three quarters of each fiscal year of the Company is required
to be filed with the Commission (but in no event later than 60 days after the end of the
fiscal quarter of the Company covered by such report), such quarterly report on Form
10-Q for such fiscal quarter, as so filed;


         (c)  simultaneously with the delivery of each set of financial
statements
referred to in clause (a) or (b), a certificate of the chief financial officer,
the treasurer or
the controller of the Company (i) stating whether any Default exists on the
date of such
financial statements (and, if any Default then exists, setting forth the
details thereof and
the actions which the Company is taking or proposes to take with respect
thereto), and
(ii) setting forth a calculation of compliance with the covenant contained in
Section
5.05;


         (d)  within 10 days after the chief financial officer, the treasurer or
the
controller of the Company obtains knowledge of any Default, if such Default is
then
continuing, a certificate of the chief financial officer, the treasurer or the
controller of the
Company setting forth the details thereof;


30







 


         (e)  promptly upon the filing thereof, copies of all reports on Form 8-K
(or its
equivalent) which the Company shall have filed with the Commission; and


         (f)  from time to time such additional information regarding the
financial
position or business of the Company and its Subsidiaries as the Administrative
Agent, at
the request of any Bank, may reasonably request.


Information required to be delivered pursuant to clauses (a), (b), or (e) above
shall be
deemed to have been delivered on the date on which the Company provides notice
to
the Banks that such information has been posted on the Company’s website on the
Internet at the website address listed on the signature pages hereof, at
sec.gov/edaux/searches.htm or at another website identified in such notice and
accessible by the Banks without charge; provided that (i) such notice may be
included
in a certificate delivered pursuant to clause (c) above, and (ii) the Company
shall deliver
paper copies of the information referred to in clauses (a), (b), or (e) to any
Bank which
requests such delivery.


         SECTION 5.02. Maintenance of Existence. The Company will preserve,
renew and keep in full force and effect its corporate existence and its rights, privileges
and franchises necessary or desirable in the normal conduct of business; provided that
nothing in this Section 5.02 shall prohibit a merger or consolidation permitted by
Section 5.06.


         SECTION 5.03. Compliance with Laws. The Company will comply in all
material respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities (including, without limitation,
environmental laws and ERISA and the rules and regulations thereunder) except where (i) the
necessity of compliance therewith is contested in good faith by appropriate
proceedings
or (ii) non-compliance would not, in the reasonable judgment of the Company,
have a
material adverse effect on the financial condition, business or operation of
the Company
and its Consolidated Subsidiaries, considered as a whole.


         SECTION 5.04. Use of Proceeds. The proceeds of the Loans made under this
Agreement will be used by the Company for its general corporate purposes,
including
but not limited to commercial paper backstop, acquisitions and stock
repurchases.
None of such proceeds will be used in violation of Regulation T, U or X of the
Board
of Governors of the Federal Reserve System.


         SECTION 5.05. Debt to Capitalization. Consolidated Debt will at no time
exceed 60% of Total Capitalization.


31







 


         SECTION 5.06. Mergers, Consolidations and Sales of Assets. (a) The
Company shall not consolidate with or merge into any other corporation or
convey or
transfer its properties and assets substantially as an entirety to any Person,
unless



		
	 	         (1) the corporation formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer
the properties and assets of the Company substantially as an entirety
shall be a
corporation organized and existing under the laws of the United States or any
State or the District of Columbia, and shall expressly assume, in form
satisfactory to the Administrative Agent, the due and punctual payment of
the
principal of (and premium, if any) and interest, if any, on all the Loans and the
performance of every covenant of this Agreement on the part of the Company
to be performed or observed;
	 
	 	         (2) immediately after giving effect to such transaction, no Default
shall have occurred and be continuing; and
	 
	 	         (3) the Company shall have delivered to the Administrative Agent a
certificate of a duly authorized officer of the Company and an opinion of
legal counsel to the Company (which shall be reasonably acceptable to the
Administrative Agent), each stating that such consolidation, merger, conveyance
or transfer comply with this Section 5.06(a) and that all conditions precedent
herein provided for relating to such transaction have been complied with.



         (b)  Upon any consolidation or merger, or any conveyance or transfer of
the
properties and assets of the Company substantially as an entirety in accordance
with
Section 5.06(a), the successor corporation formed by such consolidation or into
which
the Company is merged or to which such conveyance or transfer is made shall
succeed
to, and be substituted for, and may exercise every right and power of, the
Company
under this Agreement with the same effect as if such successor corporation had
been
named as the Company herein, and thereafter the predecessor corporation shall
be
relieved of all obligations and covenants under this Agreement and the Loans
and may
be liquidated and dissolved.


         (c)  If, upon any consolidation or merger of the Company with or into
any corporation, or upon the conveyance or transfer by the Company of its
properties and assets substantially as an entirety in accordance with Section 5.06(a) to any
Person, any Principal Property owned by the Company or a Restricted Subsidiary immediately
prior thereto would thereupon become subject to any Lien not permitted by Section
5.07, the Company will, prior to such consolidation, merger, conveyance or transfer,
secure the due and punctual


32







 


payment of the principal of (and premium, if any) and
interest, if any, on the Loans then outstanding (equally and ratably with any other Debt of
the Company then entitled to be so secured) by a direct Lien on such Principal
Property, together with any other properties and assets of the Company or of any such
Restricted Subsidiary, whichever shall be the owner of any such Principal Property, which
would thereupon become subject to any such Lien, prior to all Liens other than any
theretofore existing thereon.


         SECTION 5.07. Limitations on Liens. The Company shall not at any time
create, incur, assume or suffer to exist, and shall not cause, suffer or permit
a Restricted
Subsidiary to create, incur, assume or suffer to exist, any Secured Debt
without making
effective provision (and the Company covenants that in such case it will make
or cause
to be made effective provision) whereby the Loans then outstanding shall be
secured
equally and ratably with such Secured Debt, so long as such Secured Debt shall
exist;
provided, however, that this Section 5.07 shall not prevent any of the
following:


         (a)  (i) any Lien on any property hereafter acquired (including
acquisition
through merger or consolidation) or constructed by the Company or a Restricted
Subsidiary and created contemporaneously with, or within twelve months after,
such
acquisition or the completion of construction to secure or provide for the
payment of all
or any part of the purchase price of such property or the cost of construction
thereof,
as the case may be; or (ii) any mortgage on property (including any unimproved
portion
of partially improved property) of the Company or a Restricted Subsidiary
created
within twelve months of completion of construction of a new plant or plants on
such
property to secure all or part of the cost of such construction; or (iii) the
acquisition of
property subject to any Lien upon such property existing at the time of
acquisition
thereof, whether or not assumed by the Company or such Restricted Subsidiary;


         (b)  Liens on capital stock hereafter acquired by the Company or any
Restricted Subsidiary, provided that the aggregate cost to the Company and its
Restricted Subsidiaries of all capital stock subject to such Liens does not
exceed 10%
of Shareowners’ Equity;


         (c)  any Lien securing Debt of a corporation which is a successor to the
Company to the extent permitted by Section 5.06; or securing Debt of a
Restricted
Subsidiary outstanding at the time it became a Restricted Subsidiary; or
securing Debt
of any Person outstanding at the time it is merged with, or all or
substantially all of its
properties are acquired by, the Company or any Restricted Subsidiary, provided
that
such Lien does not extend to any other properties of the Company or any
Restricted
Subsidiary; or existing on the property or on the outstanding shares or Debt of
a
corporation at the time it becomes a Restricted Subsidiary; or created,


33







 


incurred or
assumed in connection with any industrial revenue bond, pollution control bond
or
similar financing arrangement between the Company or any Restricted Subsidiary
and
any Federal, State or municipal government or other governmental body or
agency;


         (d)  any Lien created in connection with any extension, renewal or
refunding
(or successive extensions, renewals or refundings), in whole or in part, of any
Debt
secured by a Lien permitted by the foregoing provisions of this Section 5.07
upon the
same property theretofore subject thereto (plus improvements on such property),
provided that the amount of such Debt outstanding at that time shall not be
increased;


         (e)  Liens or deposits made in connection with contracts (which term
includes
subcontracts under such contracts) with or made at the request of the United
States or
any department or agency thereof, insofar as such Liens or deposits relate to
property
manufactured, installed or constructed by or to be supplied by, or property
furnished
to, the Company or a Restricted Subsidiary pursuant to, or to enable the
performance
of, such contracts, or property the manufacture, installation, construction or
acquisition
of which is financed pursuant to, or to enable the performance of, such
contracts; or
deposits or Liens, made pursuant to such contracts, of or upon moneys advanced
or
paid pursuant to, or in accordance with the provisions of, such contracts, or
of or upon
any materials or supplies acquired for the purpose of the performance of such
contracts; or the assignment or pledge, to the extent permitted by law, of the
right, title
and interest of the Company or a Restricted Subsidiary in and to any such
contract, or
in and to any payments due or to become due thereunder, to secure Debt incurred
for
funds or other property supplied, constructed or installed for or in connection
with the
performance by the Company or such Restricted Subsidiary of its obligations
under
such contracts;


         (f)  mechanics’, materialmen’s, carriers’ or other like Liens, and
pledges or
deposits made in the ordinary course of business to obtain the release of any
such Liens
or the release of property in the possession of a common carrier; good faith
deposits in
connection with tenders, leases of real estate or bids or contracts (other than
contracts
involving the borrowing of money); pledges or deposits to secure public or
statutory
obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs
bonds; and
deposits to secure the payment of taxes, assessments, customs duties or other
similar
charges;


         (g)  any Lien arising by reason of deposits with, or the giving of any
form of
security to, any governmental agency or any body created or approved by law or
governmental regulation, which is required by law or governmental regulation as
a
condition to the transaction of any business, or the exercise of any privilege
or


34







 


license,
or to enable the Company or a Restricted Subsidiary to maintain self-insurance
or to
participate in any arrangements established by law to cover any insurance risks
or in
connection with workmen’s compensation, unemployment insurance, old age
pensions,
social security or similar matters;


         (h)  the Liens of taxes, assessments or other governmental charges or
levies
not at the time due, or the validity of which is being contested in good faith;


         (i)  judgment Liens, so long as the finality of such judgment is being
contested
in good faith and execution thereon is stayed;


         (j)  easements or similar encumbrances, the existence of which does not
impair the use of the property subject thereto for the purposes for which it is
held or
was acquired;


         (k)  the landlord’s interest under any lease of property;


         (l)  leases granted to others in the ordinary course of business;


         (m)  Sale and Lease-Back Transactions to the extent permitted by Section
5.08; and


         (n)  contracts for the manufacture, construction, installation or supply
of
property, products or services providing for a Lien upon advance, progress or
partial
payments made pursuant to such contracts and upon any material or supplies
acquired,
manufactured, constructed, installed or supplied in connection with the
performance of
such contracts to secure such advance, progress or partial payments.


Notwithstanding the foregoing provisions of this Section 5.07, the Company and
any
one or more Restricted Subsidiaries may create, incur, assume or suffer to
exist
Secured Debt which would otherwise be subject to the foregoing restrictions in
an
aggregate amount which, together with all other Secured Debt of the Company and
its
Restricted Subsidiaries which would otherwise be subject to the foregoing
restrictions
(not including Secured Debt permitted under clauses (a) through (n) above) and
the
aggregate value of the Sale and Lease-Back Transactions (as defined in Section
5.08)
in existence at such time (not including Sale and Lease-Back Transactions the
proceeds
of which have been or will be applied in accordance with clause (b) of Section
5.08),
does not at the time exceed 10% of Shareowners’ Equity.


         SECTION 5.08. Limitations on Sale and Lease-Back. The Company will not,
and will not permit any Restricted Subsidiary to, sell or transfer (except to
the


35







 


Company or one or more Restricted Subsidiaries, or both) any Principal Property
owned by it and which has been in full operation for more than 180 days prior
to such sale or transfer with the intention (i) of taking back a lease on such
property, except a lease for a temporary period (not exceeding 36 months), and (ii) that the use
by the Company or such Restricted Subsidiary of such property will be discontinued on
or before the expiration of the term of such lease (any such transaction being
herein referred to as a “Sale and Lease-Back Transaction”), unless


         (a)  the Company or such Restricted Subsidiary would be entitled,
pursuant
to the provisions of Section 5.07 hereof, to incur Secured Debt equal in amount
to the
amount realized or to be realized upon such sale or transfer secured by a
mortgage on
the property to be leased without equally and ratably securing the Loans; or


         (b)  the Company or a Restricted Subsidiary shall, within 180 days of
the
effective date of any such transaction, apply an amount equal to the value of
the
property so leased (i) to the retirement (other than any mandatory retirement)
of
Consolidated Funded Debt or Debt then outstanding of the Company or any
Restricted
Subsidiary that was Funded Debt at the time it was created (other than
Consolidated
Funded Debt or such other Debt owned by the Company or any Restricted
Subsidiary), or (ii) to the purchase of Principal Property having a value at
least equal to
the value of such property; provided, however, that the amount to be so applied
pursuant to the preceding clause (i) or (ii) shall be reduced by (A) the
principal amount
of any Loans repaid within 180 days of the effective date of any such
transaction and
(B) the principal amount of Consolidated Funded Debt or Debt that was Funded
Debt
at the time it was created (other than Loans) retired by the Company or a
Restricted
Subsidiary within 180 days of the effective date of any such transaction; or


         (c)  the Sale and Lease-Back Transaction involved was an industrial
revenue
bond, pollution control bond or similar financing arrangement between the
Company or
any Restricted Subsidiary and any Federal, State or municipal government or
other
governmental body or agency.


         The term “value” shall mean, with respect to a Sale and Lease-Back
Transaction, as of any particular time, the amount equal to the greater of (i)
the net
proceeds of the sale of the property leased pursuant to such Sale and
Lease-Back
Transaction or (ii) the fair value of such property at the time of entering
into such Sale
and Lease-Back Transaction, as determined by the board of directors of the
Company
(or a duly authorized committee thereof), in either case divided first by the
number of
full years of the term of the lease and then multiplied by the


36







 


number of full years of such term remaining at the time of determination, without regard to any renewal or
extension options contained in the lease.


         SECTION 5.09. Limitations on Change in Subsidiary Status. The Company
may designate any Subsidiary as an Unrestricted Subsidiary or as a Restricted
Subsidiary, subject to the provisions set forth below:


         (a)  the Company will not permit any Subsidiary to be designated as an
Unrestricted Subsidiary unless at the time of such designation the Subsidiary
so
designated does not own, directly or indirectly, any capital stock of any
Restricted
Subsidiary or any Funded Debt or Secured Debt of the Company or any Restricted
Subsidiary;


         (b)  the Company will not permit any Restricted Subsidiary to be
designated
as, or otherwise to become, an Unrestricted Subsidiary unless immediately after
such
Restricted Subsidiary becomes an Unrestricted Subsidiary, no Default shall
exist;


         (c)  the Company will not permit any Unrestricted Subsidiary to be
designated as a Restricted Subsidiary unless immediately after such
Unrestricted
Subsidiary becomes a Restricted Subsidiary, no Default shall exist; and


         (d)  promptly after the designation of any Subsidiary as an Unrestricted
Subsidiary or as a Restricted Subsidiary, there shall be filed with the
Administrative
Agent, a certificate of a duly authorized officer of the Company stating that
the
provisions of this Section have been complied with in connection with such
designation.


ARTICLE 6

DEFAULTS



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


         (a)  the Company shall fail to pay when due any principal of any Loan,
or
shall fail to pay within seven days of the due date thereof any interest on any
Loan, any
fees or any other amount payable hereunder;


         (b)  the Company shall fail to observe or perform any covenant or
agreement
contained in Article 5 for 30 days after notice thereof has been given to the
Company
by the Administrative Agent at the request of any Bank;


37







 


         (c)  any representation or warranty made by the Company (i) in Article 4
or
(ii) pursuant to Section 3.03 on the date of any Borrowing shall prove to have
been
incorrect in any material respect when made (or deemed made);


         (d)  the Company or any of its Subsidiaries shall fail to pay the
principal of or
interest on Material Debt when due, or within any applicable grace period, in
accordance with the instrument or agreement under which the same was created;


         (e)  any event or condition shall occur (including failure to pay
principal or
interest) which results in the acceleration of the maturity of Material Debt;


         (f)  (x) a Person or group (within the meaning of the Securities
Exchange Act
of 1934 and the rules of the Commission thereunder as in effect on the date
hereof)
other than the Company or any employee benefit plan (or related trust)
sponsored or
maintained by the Company or any corporation controlled by the Company shall
acquire ownership, directly or indirectly, beneficially or of record of Equity
Interests
representing more than 35% of the aggregate ordinary voting power represented
by the
issued and outstanding Equity Interests of the Company; or (y) a majority of
the seats
(other than vacant seats) on the board of directors of the Company shall be
occupied
by Persons who were neither (A) nominated by the board of directors of the
Company
nor (B) appointed by directors so nominated;


         (g)  the entry of a decree or order for relief by a court having
jurisdiction in
the premises in respect of the Company in an involuntary case under the Federal
bankruptcy laws, as now constituted or hereafter amended, or any other
applicable
Federal or State bankruptcy, insolvency or other similar law, or appointing a
receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Company
or of any substantial part of its property, or ordering the winding up or
liquidation of its
affairs, and the continuance of any such decree or order unstayed and in effect
for a
period of 90 consecutive days; or


         (h)  the commencement by the Company of a voluntary case under the
Federal bankruptcy laws, as now constituted or hereafter amended, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, or the
consent
by it to the appointment of or taking possession by a receiver, liquidator,
assignee,
trustee, custodian, sequestrator (or other similar official) of the Company or
of any
substantial part of its property, or the making by it of an assignment for the
benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as
they become due, or the taking of corporate action by the Company in
furtherance of
any such action;


38







 


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


         SECTION 6.02. Notice of Default. The Administrative Agent shall give
notice
to the Company under Section 6.01(b) promptly upon being requested to do so by
any
Bank and shall thereupon notify all the Banks thereof.


ARTICLE 7

THE ADMINISTRATIVE AGENT



         SECTION 7.01. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Administrative Agent to take such action as agent
on its
behalf and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof or thereof, together with all such
powers as
are reasonably incidental thereto.


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


         SECTION 7.03. Action by Administrative Agent. The obligations of the
Administrative Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Administrative Agent shall


39







 


not be
required to take any action with respect to any Default, except as expressly provided in
Article 6.


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


         SECTION 7.05. Liability of Administrative Agent. Neither the
Administrative Agent nor any of its affiliates nor any of their respective
directors,
officers, agents or employees shall be liable for any action taken or not taken
by it in
connection herewith (i) with the consent or at the request of the Required
Banks or,
when expressly required hereby, all the Banks or (ii) in the absence of its own
gross
negligence or willful misconduct. Neither the Administrative Agent nor any of
its
affiliates nor any of their respective directors, officers, agents or employees
shall be
responsible for or have any duty to ascertain, inquire into or verify (i) any
statement,
warranty or representation made in connection with this Agreement or any
borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of
the Company; (iii) the satisfaction of any condition specified in Article 3,
except receipt
of items required to be delivered to the Administrative Agent; or (iv) the
validity,
effectiveness or genuineness of this Agreement or any other instrument or
writing
furnished in connection herewith. The Administrative Agent shall not incur any
liability
by acting in reliance upon any notice, consent, certificate, statement, or
other writing
(which may be a bank wire, telex, facsimile transmission or similar writing)
believed by
it to be genuine or to be signed by the proper party or parties.


         SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance
with
its Commitment, indemnify the Administrative Agent, its affiliates and their
respective
directors, officers, agents and employees (to the extent not reimbursed by the
Company) against any cost, expense (including counsel fees and disbursements),
claim,
demand, action, loss or liability (except such as result from such indemnitee’s
gross
negligence or willful misconduct) that such indemnitees may suffer or incur in
connection
with this Agreement or any action taken or omitted by such indemnitees
hereunder.


         SECTION 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Bank, and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and


40







 


information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking any action under this Agreement.


         SECTION 7.08. Successor Administrative Agent. The Administrative Agent
may resign at any time by giving 30 days’ notice thereof to the Banks and the
Company. Upon any such resignation, the Required Banks shall have the right to
appoint a successor Administrative Agent. If no successor Administrative Agent
shall
have been so appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent gives
notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Banks, appoint
a successor Administrative Agent, which shall be a commercial bank organized or
licensed under the laws of the United States of America or of any State thereof
and
having a combined capital and surplus of at least $50,000,000. Upon the
acceptance
of its appointment as Administrative Agent hereunder by a successor
Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and
become
vested with all the rights and duties of the retiring Administrative Agent, and
the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder.
After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent,
the provisions of this Article shall inure to its benefit as to any actions
taken or omitted
to be taken by it while it was Administrative Agent.


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


         SECTION 7.10. Other Agents. Neither the Syndication Agents nor the Co-Syndication Agents, in their capacities as such, shall have any duties or
obligations of
any kind under this Agreement.


ARTICLE 8

CHANGE IN CIRCUMSTANCES



         SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Fixed Rate
Loans:


         (a)  the Administrative Agent is advised by the Euro-Dollar Reference
Banks that deposits in dollars (in the applicable amounts) are not being offered to
the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or


41







 


         (b)  in the case of Euro-Dollar Loans, Banks having 50% or more of the
aggregate amount of the Commitments advise the Administrative Agent that the
London
Interbank Offered Rate as determined by the Administrative Agent will not
adequately
and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans
for such
Interest Period,


the Administrative Agent shall forthwith give notice thereof to the Company and
the
Banks, whereupon until the Administrative Agent notifies the Company that the
circumstances giving rise to such suspension no longer exist, (i) the
obligations of the
Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as
or
into Euro-Dollar Loans, shall be suspended and (ii) each outstanding
Euro-Dollar Loan
shall be converted into a Base Rate Loan on the last day of the then current
Interest
Period applicable thereto. Unless the Company notifies the Administrative
Agent at
least two Domestic Business Days before the date of any Fixed Rate Borrowing
for
which a Notice of Borrowing has previously been given that it elects not to
borrow on
such date, (i) if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such
Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such Fixed
Rate
Borrowing is a Competitive Bid LIBOR Borrowing, the Competitive Bid LIBOR
Loans comprising such Borrowing shall bear interest for each day from and
including
the first day to but excluding the last day of the Interest Period applicable
thereto at the
Base Rate for such day.


         SECTION 8.02. Illegality. (a) If, on or after the date of this
Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law,
rule or regulation, or any change in the interpretation or administration
thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Euro-Dollar
Lending Office) with any request or directive (whether or not having the force
of law)
of any such authority, central bank or comparable agency shall make it unlawful
or
impossible for any Bank (or its Euro-Dollar Lending Office) to make, maintain
or fund
its Euro-Dollar Loans and such Bank shall so notify the Administrative Agent,
the
Administrative Agent shall forthwith give notice thereof to the other Banks and
the
Company, whereupon until such Bank notifies the Company and the Administrative
Agent that the circumstances giving rise to such suspension no longer exist,
the
obligation of such Bank to make Euro-Dollar Loans, or to convert outstanding
Loans
into Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar Loans,
shall be
suspended. Before giving any notice to the Administrative Agent pursuant to
this
Section, such Bank shall designate a different Euro-Dollar Lending Office if
such
designation will avoid the need for giving such notice and will not, in the
sole judgment
of such Bank, be otherwise disadvantageous to such Bank.


42







 


         (b)  If such notice is given, each Euro-Dollar Loan of such Bank then
outstanding shall be converted to a Base Rate Loan either (i) on the last day
of the then
current Interest Period applicable to such Euro-Dollar Loan if such Bank may
lawfully
continue to maintain and fund such Loan as a Euro-Dollar Loan to such day or
(ii)
immediately if such Bank shall determine that it may not lawfully continue to
maintain
and fund such Loan as a Euro-Dollar Loan to such day. Interest and principal
on any
such Base Rate Loan shall be payable on the same dates as, and on a pro rata
basis
with, the interest and principal payable on the related Euro-Dollar Loans of
the other
Banks.


         SECTION 8.03. Increased Cost and Reduced Return. (a) If on or after (x)
the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Competitive Bid Quote, in the
case of
any Competitive Bid Loan, the adoption of any applicable law, rule or
regulation, or
any change in any applicable law, rule or regulation, or any change in the
interpretation
or administration thereof by any governmental authority, central bank or
comparable
agency charged with the interpretation or administration thereof, or compliance
by any
Bank (or its Applicable Lending Office) with any request or directive (whether
or not
having the force of law) of any such authority, central bank or comparable
agency shall
impose, modify or deem applicable any reserve (including, without limitation,
any such
requirement imposed by the Board of Governors of the Federal Reserve System,
but
excluding with respect to any Euro-Dollar Loan any such requirement included in
an
applicable Euro-Dollar Reserve Percentage), special deposit, insurance
assessment or
similar requirement against assets of, deposits with or for the account of, or
credit
extended by, any Bank (or its Applicable Lending Office) or shall impose on any
Bank
(or its Applicable Lending Office) or on the London interbank market any other
condition affecting its Fixed Rate Loans or its obligation to make Fixed Rate
Loans and
the result of any of the foregoing is to increase the cost to such Bank (or its
Applicable
Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the
amount
of any sum received or receivable by such Bank (or its Applicable Lending
Office)
under this Agreement with respect thereto, by an amount deemed by such Bank to
be
material, then, within 15 days after demand by such Bank (with a copy to the
Administrative Agent), the Company shall pay to such Bank such additional
amount or
amounts as will compensate such Bank for such increased cost or reduction.


         (b)  If any Bank shall have determined that, after the date hereof, the
adoption
of any applicable law, rule or regulation regarding capital adequacy, or any
change in
any such law, rule or regulation, or any change in the interpretation or
administration
thereof by any governmental authority, central bank or comparable agency
charged
with the interpretation or administration thereof, or any request or directive
regarding
capital adequacy (whether or not having the


43







 


force of law) of any such
authority, central
bank or comparable agency has or would have the effect of reducing the rate of
return
on capital of such Bank (or its Parent) as a consequence of such Bank’s
obligations
hereunder to a level below that which such Bank (or its Parent) could have
achieved
but for such adoption, change, request or directive (taking into consideration
its policies
with respect to capital adequacy) by an amount deemed by such Bank to be
material,
then from time to time, within 15 days after demand by such Bank (with a copy
to the
Administrative Agent), the Company shall pay to such Bank such additional
amount or
amounts as will compensate such Bank (or its Parent) for such reduction.


         (c)  Each Bank will promptly notify the Company and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which
will entitle such Bank to compensation pursuant to this Section and will
designate a
different Applicable Lending Office if such designation will avoid the need
for, or
reduce the amount of, such compensation and will not, in the sole judgment of
such
Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming
compensation under this Section and setting forth the additional amount or
amounts to
be paid to it hereunder shall be conclusive in the absence of manifest error.
In
determining such amount, such Bank may use any reasonable averaging and
attribution
methods. Notwithstanding the foregoing subsections (a) and (b) of this
Section 8.03,
the Company shall only be obligated to compensate any Bank for any amount
arising or
accruing during (i) any time or period commencing not more than 90 days prior
to the
date on which such Bank notifies the Administrative Agent and the Company that
it
proposes to demand such compensation and identifies to the Administrative Agent
and
the Company the statute, regulation or other basis upon which the claimed
compensation is or will be based and (ii) any time or period during which,
because of
the retroactive application of such statute, regulation or other such basis,
such Bank did
not know that such amount would arise or accrue.


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


         “Taxes” means any and all present or future taxes, duties, levies,
imposts,
deductions, charges or withholdings with respect to any payment by the Company
pursuant to this Agreement, and all liabilities with respect thereto, excluding
(i) in the
case of each Bank and the Administrative Agent, taxes imposed on its income,
and
franchise or similar taxes imposed on it, by a jurisdiction under the laws of
which such
Bank or the Administrative Agent (as the case may be) is organized or in which
its
principal executive office is located or, in the case of each Bank, in which
its Applicable
Lending Office is located or by any State, possession or territory of the
United States in
which such Bank or the Administrative Agent (as


44







 


the case may be) is doing
business
and (ii) in the case of each Bank, any United States withholding tax imposed on
such
payments but only to the extent that such Bank is subject to United States
withholding
tax at the time such Bank first becomes a party to this Agreement.


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


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


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


         (d)  Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this Agreement
in the case of each Bank listed on the signature pages hereof and on or prior to the date
on which it becomes a Bank in the case of each other Bank, and from time to time thereafter
if requested in writing by the Company (but only so long as such Bank remains
lawfully able to do so), shall provide the Company with Internal Revenue Service form
W-8BEN or W-8ECI, as appropriate, or any successor form prescribed by the
Internal Revenue Service, certifying that such Bank is entitled to benefits
under an income tax treaty to which the United States is a party which exempts the Bank
from United States withholding tax or reduces


45







 


the rate of withholding tax on
payments of interest for the account of such Bank or certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of a trade or business
in the United States.


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


         (f)  If the Company is required to pay additional amounts to or for the
account of any Bank pursuant to this Section 8.04, then such Bank will change
the
jurisdiction of its Applicable Lending Office if, in the sole judgment of such
Bank, such
change (i) will eliminate or reduce any such additional payment which may
thereafter
accrue and (ii) is not otherwise disadvantageous to such Bank.


         SECTION 8.05. Base Rate Loans Substituted for Affected Fixed Rate
Loans. If (i) the obligation of any Bank to make, or to continue or convert
outstanding
Loans as or to, Euro-Dollar Loans has been suspended pursuant to Section 8.02
or (ii)
any Bank has demanded compensation under Section 8.03 or 8.04 with respect to
its
Euro-Dollar Loans and the Company shall, by at least five Euro-Dollar Business
Days’
prior notice to such Bank through the Administrative Agent, have elected that
the
provisions of this Section shall apply to such Bank, then, all Loans which
would
otherwise be made by such Bank as (or continued as or converted to) Euro-Dollar
Loans shall be made instead as Base Rate Loans (on which interest and principal
shall
be payable contemporaneously with the related Fixed Rate Loans of the other
Banks).
If such Bank notifies the Company that the circumstances giving rise to such
suspension
or demand for compensation no longer exist, the principal amount of each such
Base
Rate Loan shall be converted into a Euro-Dollar Loan on the first day of the
next
succeeding Interest Period applicable to the related Euro-Dollar Loans of the
other
Banks.


46







 


ARTICLE 9

MISCELLANEOUS



         SECTION 9.01. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission
or similar writing) and shall be given to such party: (x) in the case of the
Company or
the Administrative Agent, at its address, facsimile number or telex number set
forth on
the signature pages hereof, (y) in the case of any Bank, at its address,
facsimile number
or telex number set forth in its Administrative Questionnaire or (z) in the
case of any
party, such other address, facsimile number or telex number as such party may
hereafter specify for the purpose by notice to the Administrative Agent and the
Company. Each such notice, request or other communication shall be effective
(i) if
given by telex, when such telex is transmitted to the telex number specified in
this
Section and the appropriate answerback is received, (ii) if given by facsimile
transmission, when transmitted to the facsimile number specified in this
Section and
confirmation of receipt is received, (iii) if given by mail, 72 hours after
such
communication is deposited in the mails with first class postage prepaid,
addressed as
aforesaid or (iv) if given by any other means, when delivered at the address
specified in
this Section; provided that notices to the Administrative Agent under Article 2
or
Article 8 shall not be effective until received.


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


         SECTION 9.03. Expenses; Indemnification. (a) The Company shall pay (i)
all
reasonable out-of-pocket expenses of the Administrative Agent, including fees
and
disbursements of special counsel for the Administrative Agent, in connection
with the
preparation and administration of this Agreement, any waiver or consent
hereunder or
any amendment hereof or any Default or alleged Default hereunder and (ii) if an
Event
of Default occurs, all reasonable out-of-pocket expenses incurred by the
Administrative
Agent and each Bank, including (without duplication) the fees and disbursements
of
outside counsel and the allocated cost of inside counsel, in connection with
such Event
of Default and collection, bankruptcy, insolvency and other enforcement
proceedings
resulting therefrom.


         (b)  The Company agrees to indemnify the Administrative Agent and each
Bank, their respective affiliates and the respective directors, officers,
agents and
employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee


47







 


harmless from and against any and all liabilities, losses, damages, costs and
expenses of
any kind, including, without limitation, the reasonable fees and disbursements
of
counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall
be designated a party thereto) brought or threatened relating to or arising out
of this
Agreement or any actual or proposed use of proceeds of Loans hereunder;
provided
that no Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee’s own gross negligence or willful misconduct or breach of an express
obligation under this Agreement as determined by a court of competent
jurisdiction.


         SECTION 9.04. Sharing of Set-offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment
of a
proportion of the aggregate amount of principal and interest then due with
respect to
any Loan held by it which is greater than the proportion received by any other
Bank in
respect of the aggregate amount of principal and interest then due with respect
to any
Loan held by such other Bank, the Bank receiving such proportionately greater
payment shall purchase such participations in the Loans held by the other
Banks, and
such other adjustments shall be made, as may be required so that all such
payments of
principal and interest with respect to the Loans held by the Banks shall be
shared by the
Banks pro rata; provided that nothing in this Section shall impair the right of
any Bank
to exercise any right of set-off or counterclaim it may have and to apply the
amount
subject to such exercise to the payment of indebtedness of the Company other
than its
indebtedness hereunder. The Company agrees, to the fullest extent it may
effectively
do so under applicable law, that any holder of a participation in a Loan, if
acquired
pursuant to the foregoing arrangements or if the Company has otherwise received
notice of the granting of such participation, may exercise rights of set-off or
counterclaim and other rights with respect to such participation as fully as if
such holder
of a participation were a direct creditor of the Company in the amount of such
participation.


         SECTION 9.05. Amendments and Waivers. Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is
signed by the Company and the Required Banks (and, if the rights or duties of
the
Administrative Agent are affected thereby, by the Administrative Agent);
provided that
no such amendment or waiver shall, unless signed by all the Banks, (i) increase
or
decrease the Commitment of any Bank (except for a ratable decrease in the
Commitments of all Banks) or subject any Bank to any additional obligation,
(ii) reduce
the principal of or rate of interest on any Loan or any fees hereunder, (iii)
postpone the
date fixed for any payment of principal of or interest on any Loan or any fees
hereunder
or for termination of any Commitment or (iv) change the percentage of the
Commitments or of the


48







 


aggregate unpaid principal amount of the Loans, or the
number
of Banks, which shall be required for the Banks or any of them to take any
action under
this Section or any other provision of this Agreement.


         SECTION 9.06. Successors and Assigns. (a) The provisions of this
Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective
successors and assigns, except that the Company may not assign or otherwise
transfer
any of its rights under this Agreement without the prior written consent of all
Banks.


         (b)  Any Bank may at any time grant to one or more banks or other
institutions (each a “Participant”) participating interests in its Commitment,
including all
or a portion of its Loans at the time owing to it. In the event of any such
grant by a
Bank of a participating interest to a Participant, whether or not upon notice
to the
Company and the Administrative Agent, such Bank shall remain responsible for
the
performance of its obligations hereunder, and the Company and the
Administrative
Agent shall continue to deal solely and directly with such Bank in connection
with such
Bank’s rights and obligations under this Agreement. Any agreement pursuant to
which
any Bank may grant such a participating interest shall provide that such Bank
shall
retain the sole right and responsibility to enforce the obligations of the
Company
hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
participation agreement may provide that such Bank will not agree to any
modification,
amendment or waiver of this Agreement described in clause (i), (ii), (iii) or
(iv) of
Section 9.05 without the consent of the Participant. The Company agrees that
each
Participant shall, to the extent provided in its participation agreement, be
entitled to the
benefits of Article 8 with respect to its participating interest. An
assignment or other
transfer which is not permitted by subsection (c) or (d) below shall be given
effect for
purposes of this Agreement only to the extent of a participating interest
granted in
accordance with this subsection (b).


         (c)  Any Bank may at any time assign to one or more banks or other
institutions (each an “Assignee”) all, or a proportionate part (equivalent to
an initial
Commitment of not less than $10,000,000) of all, of its rights and obligations
under this
Agreement, and such Assignee shall assume such rights and obligations, pursuant
to an
Assignment and Assumption Agreement in substantially the form of Exhibit F
hereto
executed by such Assignee and such transferor Bank, with (and subject to) the
subscribed consent (which may not be unreasonably withheld) of the Company (so
long
as no Event of Default exists) and the Administrative Agent; provided that, if
an
Assignee is an Approved Fund, an affiliate of such transferor Bank or was a
Bank
immediately before such assignment, no such consent shall be required, and
provided
further that such


49







 


assignment may, but need not, include rights of the
transferor Bank in
respect of outstanding Competitive Bid Loans. Upon execution and delivery of
such
instrument and payment by such Assignee to such transferor Bank of an amount
equal
to the purchase price agreed between such transferor Bank and such Assignee,
such
Assignee shall be a Bank party to this Agreement and shall have all the rights
and
obligations of a Bank with a Commitment as set forth in such instrument of
assumption,
and the transferor Bank shall be released from its obligations hereunder to a
corresponding extent, and no further consent or action by any party shall be
required.
Upon the consummation of any assignment pursuant to this subsection (c), the
Administrative Agent shall record in the Register the information relating to
such
assignment. No assignment shall be effective for purposes of this Agreement
unless it
has been recorded in the Register as provided in this paragraph. In connection
with any
such assignment, the transferor Bank shall pay to the Administrative Agent an
administrative fee for processing such assignment in the amount of $2,500. If
the
Assignee is not incorporated under the laws of the United States of America or
a state
thereof, it shall deliver to the Company and the Administrative Agent
certification as to
exemption from deduction or withholding of any United States federal income
taxes in
accordance with Section 8.04.


         (d)  Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Loans to a Federal Reserve Bank. No such assignment shall
release the transferor Bank from its obligations hereunder.


         (e)  No Assignee, Participant or other transferee of any Bank’s rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such
Bank would have been entitled to receive with respect to the rights transferred,
unless such transfer is made with the Company’s prior written consent or by reason of the
provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a
different Applicable Lending Office under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.


         (f)  The Administrative Agent, acting solely for this purpose as an
agent of the Company, shall maintain at one of its offices in the State of Delaware or New
York a copy of each Assignment and Assumption Agreement delivered to it and a register
for the recordation of the names and addresses of the Banks, and the Commitments
of, and principal amount of the Loans owing to, each Bank pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be
conclusive, and the
Company, the Administrative Agent and the Banks may treat each Person whose
name
is recorded in the Register pursuant to the terms hereof as a Bank hereunder
for all
purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall
be available for


50







 


inspection by the Company and any Bank, at any reasonable time
and
from time to time upon reasonable prior notice.


         SECTION 9.07. Designated Banks. (a) Subject to the provisions of this
subsection (a), any Bank may at any time designate an Eligible Designee to
provide all or a portion of the Loans to be made by such Bank pursuant to this Agreement;
provided that such designation shall not be effective unless the Company and
the Administrative Agent consent thereto (which consents shall not be unreasonably
withheld). When a Bank and its Eligible Designee shall have signed an
agreement substantially in the form of Exhibit G hereto (a “Designation Agreement”) and
the Company and the Administrative Agent shall have signed their respective
consents thereto, such Eligible Designee shall become a Designated Bank for purposes of
this Agreement. The Designating Bank shall thereafter have the right to permit such
Designated Bank to provide all or a portion of the Loans to be made by such
Designating Bank pursuant to Section 2.01 or 2.03, and the making of such Loans
or portion thereof shall satisfy the obligation of the Designating Bank to the
same extent, and as if, such Loans or portion thereof were made by the Designating Bank. As
to any Loans or portion thereof made by it, each Designated Bank shall have all
the rights that a Bank making such Loans or portion thereof would have had under this
Agreement and otherwise; provided that (x) its voting rights under this
Agreement shall
be exercised solely by its Designating Bank and (y) its Designating Bank shall
remain
solely responsible to the other parties hereto for the performance of such
Designated
Bank’s obligations under this Agreement, including its obligations in respect
of the
Loans or portion thereof made by it. If a promissory note has been issued to
the
Designating Bank pursuant to Section 2.05(d), no additional promissory note
shall be
required to evidence the Loans or portion thereof made by a Designated Bank;
and the
Designating Bank shall be deemed to hold such promissory note as agent for its
Designated Bank to the extent of the Loans or portion thereof funded by such
Designated Bank. Each Designating Bank shall act as administrative agent for
its
Designated Bank and give and receive notices and other communications on its
behalf.
Any payments for the account of any Designated Bank shall be paid to its
Designating
Bank as administrative agent for such Designated Bank and neither the Company
nor
the Administrative Agent shall be responsible for any Designating Bank’s
application of
such payments. In addition, any Designated Bank may, with notice to (but
without the
prior written consent of) the Company and the Administrative Agent, (i) assign
all or
portions of its interest in any Loans to its Designating Bank or to any
financial
institutions consented to by the Company and the Administrative Agent that
provide
liquidity and/or credit facilities to or for the account of such Designated
Bank to support
the funding of Loans or portions thereof made by it and (ii) disclose on a
confidential
basis pursuant to a confidentiality agreement satisfactory in form and
substance to the
Company any non-public information relating to its Loans or


51







 


portions thereof to
any
rating agency, commercial paper dealer or provider of any guarantee, surety,
credit or
liquidity enhancement to such Designated Bank.


         (b)  Each party to this Agreement agrees that it will not institute
against, or
join any other person in instituting against, any Designated Bank any
bankruptcy,
insolvency, reorganization or other similar proceeding under any federal or
state
bankruptcy or similar law, for one year and a day after all outstanding senior
indebtedness of such Designated Bank is paid in full. The Designating Bank for
each
Designated Bank agrees to indemnify, save, and hold harmless each other party
hereto
for any loss, cost, damage and expense arising out of its inability to
institute any such
proceeding against such Designated Bank. This subsection (b) shall survive the
termination of this Agreement.


         SECTION 9.08. Collateral. Each of the Banks represents to the
Administrative Agent and each of the other Banks that it in good faith is not
relying
upon any “margin stock” (as defined in Regulation U) as collateral in the
extension or
maintenance of the credit provided for in this Agreement.


         SECTION 9.09. Governing Law; Submission to Jurisdiction. This
Agreement shall be governed by and construed in accordance with the laws of the
State
of New York. The Company hereby submits to the nonexclusive jurisdiction of
the
United States District Court for the Southern District of New York and of any
New
York State court sitting in New York City for purposes of all legal proceedings
arising
out of or relating to this Agreement or the transactions contemplated hereby.
The
Company irrevocably waives, to the fullest extent permitted by law, any
objection
which it may now or hereafter have to the laying of the venue of any such
proceeding
brought in such a court and any claim that any such proceeding brought in such
a court
has been brought in an inconvenient forum.


         SECTION 9.10. Counterparts; Integration. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if
the signatures thereto and hereto were upon the same instrument. This
Agreement
constitutes the entire agreement and understanding among the parties hereto and
supersedes any and all prior agreements and understandings, oral or written,
relating to
the subject matter hereof.


         SECTION 9.11. Waiver of Jury Trial. EACH OF THE COMPANY, THE
ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.


52







 


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



	 	 	 
	 	 	
ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 




	 	 	 	 	 
	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

Name:
	
	
	
	

	 	 	 	 	Title:




	 	 	 	 	 
	 	 	
Address:
	 	777 East Wisconsin Avenue
	
	
	
	

	 	 	 	 	Suite 1400
	
	
	
	

	 	 	 	 	Milwaukee, Wisconsin 53202
	
	
	
	

	 	 	
Attention:	 	 
	
	
	
	

	 	 	
Telecopy:	 	 
	
	
	
	

	 	 	
Internet Address:	 	 




	 	 	 
	 	 	
JPMORGAN CHASE BANK,

as Administrative Agent




	 	 	 	 	 
	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

Name:
	
	
	
	

	 	 	 	 	Title:




	 	 	 	 	 
	 	 	
Address:
	 	270 Park Avenue
	
	
	
	

	 	 	 	 	New York, New York 10017
	
	
	
	

	 	 	
Attention:	 	 
	
	
	
	

	 	 	
Telecopy:	 	 




 









 




	 	 	 	 	 
	Commitments	 	 	 	 
	
	 	 	 	 
	$30,500,000	 	JPMORGAN CHASE BANK
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$26,500,000	 	BANK OF AMERICA, N.A.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$26,500,000	 	UBS AG, STAMFORD BRANCH
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$26,500,000	 	CITIBANK, N.A.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$26,500,000	 	DEUTSCHE BANK AG
	
	
	
	

	 	 	    NEW YORK BRANCH
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$26,500,000	 	MELLON BANK, N.A.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$26,500,000	 	WELLS FARGO BANK, N.A.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$20,750,000	 	BANK ONE, NA
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$20,750,000	 	COMERICA BANK
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$20,750,000	 	KEYBANK NATIONAL ASSOCIATION
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$20,750,000	 	THE BANK OF NOVA SCOTIA
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$15,000,000	 	THE BANK OF NEW YORK
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$15,000,000	 	U.S. BANK NATIONAL ASSOCIATION
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$15,000,000	 	CREDIT LYONNAIS NEW YORK BRANCH
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$10,000,000	 	THE NORTHERN TRUST COMPANY
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	
	
	
	

	Commitments	 	 	 	 
	
	 	 	 	 
	$10,000,000	 	M&I MARSHALL & ILSLEY BANK
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



 







 



	 	 	 	 	 
	

Total Commitments	 	 	 	 
	 	 	 	 	 
	$337,500,000

	 	 	 	 



 







 


PRICING SCHEDULE



         The “Euro-Dollar Margin” and “Facility Fee Rate” for any day are
the respective percentages set forth below in the relevant table in the
applicable row under the column corresponding to the Status that exists
on such day, provided that the “Euro-Dollar
Margin” shall be equal to the
percentage so determined plus 0.125% per annum for any day on which
Utilization exceeds 50%.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Three-Year Facility
	 	 	

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

	Euro-Dollar Margin
	 	 	0.1450	%	 	 	0.2100	%	 	 	0.2750	%	 	 	0.3750	%	 	 	0.6000	%	 	 	0.8000	%
	
	
	
	

	Facility Fee Rate
	 	 	0.0800	%	 	 	0.0900	%	 	 	0.1000	%	 	 	0.1250	%	 	 	0.1500	%	 	 	0.2000	%



         For 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, at such date, the Company’s
senior unsecured debt is rated A+ or higher by S&P or A1 or higher by
Moody’s.


         “Level II Status” exists at any date if, at such date, (i) the
Company’s senior unsecured long-term debt is rated A or higher by S&P or
A2 or higher by Moody’s and (ii) Level I Status does not exist.


         “Level III Status” exists at any date if, at such date, (i) the
Company’s senior unsecured long-term debt is rated A- or higher by S&P
or A3 or higher by Moody’s and (ii) neither Level I Status nor Level II
Status exists.


         “Level
IV Status” exists at any date if, at such date, (i) the
Company’s senior unsecured long-term debt is rated BBB+ or higher by S&P
or Baa1 or higher by Moody’s and (ii) none of Level I Status, Level II
Status or Level III Status exists.


         “Level
V Status” exists at any date if, at such date, (i) the
Company’s senior unsecured long-term debt is rated BBB or higher by S&P
or Baa2 or higher by Moody’s, and (ii) none of Level I
Status, Level II
Status, Level III Status or Level IV Status exists.


         “Level VI
Status” exists at any date if, at such date, no other
Status exists.


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


1







 


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


         “Status” refers to the determination of which of Level I Status,
Level II Status, Level III Status, Level IV Status, Level V Status, or
Level VI Status exists at any date.


         “Utilization” means, at any date, the percentage equivalent of a
fraction (i) the numerator of which is the aggregate outstanding
principal amount of the Loans at such date and (ii) the denominator of
which is the aggregate amount of the Commitments at such date, provided
that if any Loans remain outstanding following the termination of the
Commitments, Utilization shall be deemed to be 100%.


         The credit ratings to be utilized for purposes of this Schedule are
those assigned to the senior unsecured long-term debt securities of the
Company without third-party credit enhancement, whether or not any such
debt securities are actually outstanding, and any rating assigned to any
other debt security of the Company shall be disregarded. The rating in
effect at any date is that in effect at the close of business on such
date. In the event of split ratings from Moody’s and S&P, (i) if the
ratings are one full rating category apart, Status shall be determined
by the higher of the two ratings and (ii) if the ratings are more than
one full rating category apart, Status shall be determined based on the
rating at the midpoint between the two ratings, provided that if there
is no rating at the midpoint between the two ratings, then the lowest of
the intermediate ratings shall apply (e.g., A+/A2 results in Level I
Status, A+/A3 results in Level II Status, and A+/Baa1 results in Level
III Status). If the rating system of Moody’s or S&P shall change, or if
either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Company and the Banks shall negotiate in
good faith to amend this definition to reflect such changed rating
system or the unavailability of ratings from such rating agency and,
pending the effectiveness of any such amendment, the rating shall be
determined by reference to the rating most recently in effect prior to
such change or cessation.


2







 


EXHIBIT A



Form of Competitive Bid Quote Request




	 	 	 
	 	 	
[Date]




	To:	 	JPMorgan Chase Bank (the
“Administrative Agent”)
	 
	From:	 	Rockwell Automation, Inc.
	 
	Re:	 	Three-Year Credit Agreement (as the same may be amended from time to
time, the “Credit Agreement”) dated as of October 29, 2002 among the
Company, the Banks parties thereto, the Syndication Agents and
Co-Syndication Agents named therein, and the Administrative Agent



         We hereby give notice pursuant to Section 2.03 of the Credit
Agreement that we request Competitive Bid Quotes for the following
proposed Competitive Bid Borrowing(s):


Date of Borrowing: __________________




	 	 	 	 	 
	Principal Amount*	 	Interest Period**
	
	 	

	$
	 	 



         Such Competitive Bid Quotes should offer a Competitive Bid [Margin]
[Absolute Rate]. [The applicable base rate is the London Interbank
Offered Rate.]







	*	 	Amount must be $25,000,000 or a larger multiple of $1,000,000.
	
	
	
	

	**	 	Not less than one month (LIBOR Auction) or not less than 7 days (Absolute
Rate Auction), subject to the provisions of the definition of Interest Period.


A-1







 





         Terms used herein have the meanings assigned to them in the Credit
Agreement.



	 	 	 	 	 
	 	 	ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



A-2







 


EXHIBIT B



Form of Invitation for Competitive Bid Quotes




	To:	 	[Name of Bank]
	 
	Re:	 	Invitation for Competitive Bid Quotes to Rockwell Automation, Inc.
(the “Company”)



         Pursuant to Section 2.03 of the Three-Year Credit Agreement dated
as of October 29, 2002 among the Company, the Banks parties thereto, the
Syndication Agents and Co-Syndication Agents named therein, and the
undersigned, as Administrative Agent, we are pleased on behalf of the
Company to invite you to submit Competitive Bid Quotes to the Company
for the following proposed Competitive Bid Borrowing(s):


Date of Borrowing:      



	 	 	 	 	 
	Principal Amount	 	Interest Period
	
	 	

	$
	 	 



         Such Competitive Bid Quotes should offer a Competitive Bid [Margin]
[Absolute Rate]. [The applicable base rate is the London Interbank
Offered Rate.]


         Please respond to this invitation by no later than [2:00 P.M.]
[9:30 A.M.] (New York City time) on [date].



	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
	
	
	
	

	 	 	    as Administrative Agent
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Authorized Officer



B-1







 


EXHIBIT C



Form of Competitive Bid Quote




	To:	 	JPMorgan Chase Bank, as Administrative Agent
	 
	Re:	 	Competitive Bid Quote to Rockwell Automation, Inc. (the “Company”)



         In response to your invitation on behalf of the Company dated                    ,       ,

we hereby make the following Competitive Bid Quote
on the following terms:



	1.	 	Quoting Bank:
	 
	2.	 	Person to contact at Quoting Bank:
	 
	3.	 	Date of Borrowing:                         *
	 
	4.	 	We hereby offer to make Competitive Bid Loan(s) in the following
principal amounts, for the following Interest Periods and at the
following rates:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Interest	 	Competitive Bid	 	 	 	 
	Amount**	 	Period***	 	[Margin]****	 	[Absolute Rate]*****
	
	 	
	 	
	 	

	$
	 	 	 	 	 	 
	
	
	
	

	$
	 	 	 	 	 	 








	*	 	As specified in the related Invitation.
	
	
	
	

	**	 	Principal amount bid for each Interest Period may not exceed principal
amount requested. Specify aggregate limitation if the sum of the individual
offers exceeds the amount the Bank is willing to lend. Bids must be made for
$5,000,000 or a larger multiple of $1,000,000.
	
	
	
	

	***	 	Not less than one month or not less than 7 days, as specified in the
related Invitation. No more than five bids are permitted for each Interest
Period.
	
	
	
	

	****	 	Margin over or under the London Interbank Offered Rate determined for the
applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%)
and specify whether “PLUS” or “MINUS”.
	
	
	
	

	*****	 	Specify rate of interest per annum (to the nearest 1/10,000th of 1%).


C-1







 






	 	 	 
	 	 	
[Provided, that the aggregate principal amount
of Competitive Bid Loans for which the above
offers may be accepted shall not exceed
$     .]*



         We understand and agree that the offer(s) set forth above, subject
to the satisfaction of the applicable conditions set forth in the
Three-Year Credit Agreement dated as of October 29, 2002 among the
Company, the Banks parties thereto, the Syndication Agents and
Co-Syndication Agents named therein, and yourselves, as Administrative
Agent, irrevocably obligate(s) us to make the Competitive Bid Loan(s)
for which any offer(s) are accepted, in whole or in part.



	 	 	 	 	 	 
	 	 	 	Very truly yours,
	
	
	
	

	 	 	 	 	 	 
	
	
	
	

	 	 	 	[NAME OF BANK]
	
	
	
	

	 	 	 	 	 	 
	
	
	
	

	Dated:	 	 	By:	 	 
	
	
	
	

	 	
	 	 	 	

	
	
	
	

	 	 	 	 	 	Authorized Officer



C-2







 


EXHIBIT D



OPINION OF

COUNSEL FOR THE COMPANY



[Effective Date]



To the Banks and the Administrative Agent
  Referred
to Below

c/o JPMorgan Chase Bank,

as Administrative Agent

270 Park Avenue

New York, New York 10017


Dear Sirs:


         I am the Senior Vice President, General Counsel and Secretary of
Rockwell Automation, Inc., a Delaware corporation (the “Company”), and
in such capacity, I have acted as counsel for the Company in connection
with the execution and delivery of a Three-Year Credit Agreement (the
“Credit Agreement”) dated as of October 29, 2002 among the Company, the
Banks listed on the signature pages thereof, Bank of America, N.A.,
Citibank, N.A., Deutsche Bank Securities Inc., and UBS AG, Stamford
Branch, as Syndication Agents, Mellon Bank, N.A. and Wells Fargo Bank,
N.A., as Co-Syndication Agents, and JPMorgan Chase Bank, as
Administrative Agent. All the capitalized terms used in this opinion
and not otherwise defined herein shall have the meanings attributed to
them in the Credit Agreement. This opinion is being rendered to you at
the request of the Company pursuant to Section 3.01(b) of the Credit
Agreement.


         I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have
conducted such other investigations of fact and law as I have deemed
necessary or advisable for purposes of this opinion. As to questions of
fact material to this opinion, I have, when relevant facts were not
independently established, relied upon certifications of appropriate
officers of the Company. In rendering this opinion, I have assumed the
genuineness of all signatures (except the signatures on behalf of the
Company on the Credit Agreement), the authenticity of all documents
submitted to me as originals and the conformity to authentic original
documents of all documents submitted to me as certified, conformed or
photostatic copies.


D-1







 


         Upon the basis of the foregoing, I am of the opinion that:


         1.     The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of Delaware and has all corporate
powers and all material governmental licenses, authorizations, consents
and approvals required to carry on its business as now conducted.


         2.     The execution, delivery and performance by the Company of the
Credit Agreement and borrowing of the Loans are within the Company’s
corporate powers; have been duly authorized by all necessary corporate
action, require no action by or in respect of, or filing with, any
governmental body, agency or official of the State of New York or the
United States of America; do not contravene, or constitute a default
under, any provision of applicable law or regulation or of the
certificate of incorporation or by-laws of the Company or of any
agreement, judgment, injunction, order, decree or other instrument known
to me and binding upon the Company or any of its Subsidiaries; and do
not result in the creation or imposition of any Lien on any asset of the
Company or any of its Subsidiaries under any such provision.


         3.     The Credit Agreement constitutes a valid and binding agreement
of the Company enforceable in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law).


         4.     Except as disclosed in the Company’s report on Form 10-K for the
fiscal year ended September 30, 2001, and the Company’s reports on Form
10-Q for the fiscal quarters ended December 31, 2001, March 31, 2002,
and June 30, 2002, there is no action, suit or proceeding pending
against, or to the best of my knowledge threatened against or affecting,
the Company or any of its Subsidiaries before any court or arbitrator or
any governmental body, agency or official, in which there is a
reasonable probability of an adverse decision which could materially
adversely affect the business or consolidated financial position of the
Company and its Consolidated Subsidiaries, considered as a whole, or
which in any manner draws into question the validity of the Credit
Agreement or the borrowing of the Loans.


         In giving the opinion set forth above, I express no opinion as to:


         (i)  the enforceability of any provisions contained in the Credit
Agreement that purport to establish (or may be construed to establish)
evidentiary standards, or any provisions in the Credit Agreement to
the effect that


D-2







 


modifications, amendments or waivers of or with respect
to the Credit Agreement that are not in writing will be ineffective;


         (ii)  the enforceability of forum selection clauses in Federal
courts;


         (iii)  the compliance or noncompliance with any financial tests,
ratios or covenants in the Credit Agreement;


         (iv)  the effect of the compliance or noncompliance of the
Administrative Agent or any Bank with any state or federal laws or
regulations (including, without limitation, any unpublished order,
decree, or directive issued by any governmental authority) applicable to
the Administrative Agent or Banks because of its legal or regulatory
status, the nature of its business, or its authority to conduct business
in any jurisdiction; and


         (v)  the enforceability of any provisions providing for
indemnification, to the extent such indemnification is against public
policy.


         I am a member of the Bar of the State of New York and do not for
purposes of this opinion purport to be an expert on the laws of any
other jurisdiction except the federal laws of the United States and, to
the extent applicable to the opinions hereinabove expressed, the General
Corporation Law of the State of Delaware. Accordingly, the foregoing
opinion is limited to such matters as depend upon the application of
those laws.


         This opinion is rendered solely to you in connection with the above
matter and may not be relied upon by you for any other purpose, or by
any other Person, without my prior written consent.


Very truly yours,



D-3







 




EXHIBIT E



OPINION OF

DAVIS POLK & WARDWELL,

SPECIAL COUNSEL FOR THE ADMINISTRATIVE AGENT



[Effective Date]



To the Banks and the Administrative Agent
  Referred
to Below

c/o JPMorgan Chase Bank, as Administrative Agent

270 Park Avenue

New York, New York 10017


Dear Sirs:


         We have participated in the preparation of the Three-Year Credit
Agreement (the “Credit Agreement”) dated as of October 29, 2002 among
Rockwell Automation, Inc., a Delaware corporation (the
“Company”), the
banks listed on the signature pages thereof (the “Banks”), Bank of
America, N.A., Citibank, N.A., Deutsche Bank Securities Inc., and UBS
AG, Stamford Branch, as Syndication Agents, Mellon Bank, N.A. and Wells
Fargo Bank, N.A., as Co-Syndication Agents, and JPMorgan Chase Bank, as
Administrative Agent (the “Administrative Agent”), and have acted as
special counsel for the Administrative Agent for the purpose of
rendering this opinion pursuant to Section 3.01(c) of the Credit
Agreement. Terms defined in the Credit Agreement are used herein as
therein defined.


         We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have
conducted such other investigations of fact and law as we have deemed
necessary or advisable for purposes of this opinion.


         Upon the basis of the foregoing, we are of the opinion that:


         1.     The execution, delivery and performance by the Company of the
Credit Agreement and the borrowing of Loans are within the Company’s
corporate powers and have been duly authorized by all necessary
corporate action.


E-1







 


         2.     The Credit Agreement constitutes a valid and binding agreement
of the Company enforceable in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and by general principles of equity.


         We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York, the
federal law of the United States of America and the General Corporation
Law of the State of Delaware. In giving the foregoing opinion, we
express no opinion as to the effect (if any) of any law of any
jurisdiction (except the State of New York) in which any Bank is located
which limits the rate of interest that such Bank may charge or collect.


         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other
purpose or relied upon by any other Person without our prior written
consent.


Very truly yours,



E-2







 




EXHIBIT F



ASSIGNMENT AND ASSUMPTION AGREEMENT



         AGREEMENT dated as of      ,      among [ASSIGNOR] (the
“Assignor”), [ASSIGNEE] (the
“Assignee”), ROCKWELL AUTOMATION, INC. (the
“Company”) and JPMORGAN CHASE BANK, as Administrative Agent (the
“Administrative Agent”).


W I T N E S S E T H



         WHEREAS, this Assignment and Assumption Agreement (the “Agreement”)
relates to the Three-Year Credit Agreement dated as of October 29, 2002
among the Company, the Assignor and the other Banks party thereto, as
Banks, Bank of America, N.A., Citibank, N.A., Deutsche Bank Securities
Inc., and UBS AG, Stamford Branch, as Syndication Agents, Mellon Bank,
N.A. and Wells Fargo Bank, N.A., as Co-Syndication Agents, and the
Administrative Agent (as the same may be amended from time to time, the
“Credit Agreement”);


         WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Company in an aggregate principal amount
at any time outstanding not to exceed $     ;


         WHEREAS, Committed Loans made to the Company by the Assignor under
the Credit Agreement in the aggregate principal amount of $     
are outstanding at the date hereof; and


         WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a
portion of its Commitment thereunder in an amount equal to $     
(the “Assigned Amount”), together with a corresponding portion of its
outstanding Committed Loans, and the Assignee proposes to accept
assignment of such rights and assume the corresponding obligations from
the Assignor on such terms;


         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:


         SECTION 1. Definitions. All capitalized terms not otherwise
defined herein shall have the respective meanings set forth in the
Credit Agreement.

         SECTION 2. Assignment. The Assignor hereby assigns and sells to
the Assignee all of the rights of the Assignor under the Credit
Agreement to the extent of the Assigned Amount, and the Assignee
hereby accepts such assignment from


F-1







 


the Assignor and assumes all of the
obligations of the Assignor under the Credit Agreement to the extent of
the Assigned Amount, including the purchase from the Assignor of the
corresponding portion of the principal amount of the Committed Loans
made by the Assignor outstanding at the date hereof. Upon the execution
and delivery hereof by the Assignor, the Assignee, the Company and the
Administrative Agent and the payment of the amounts specified in Section
3 required to be paid on the date hereof (i) the Assignee shall, as of
the date hereof, succeed to the rights and be obligated to perform the
obligations of a Bank under the Credit Agreement with a Commitment in an
amount equal to the Assigned Amount and acquire the rights of the
Assignor with respect to a corresponding portion of each of its
outstanding Committed Loans, and (ii) the Commitment of the Assignor
shall, as of the date hereof, be reduced by a like amount and the
Assignor released from its obligations under the Credit Agreement to the
extent such obligations have been assumed by the Assignee. The
assignment provided for herein shall be without recourse to the
Assignor.


         SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor
on the date hereof in Federal funds the amount heretofore agreed between
them.* It is understood that facility fees accrued to the date hereof
are for the account of the Assignor and such fees accruing from and
including the date hereof with respect to the Assigned Amount are for
the account of the Assignee. Each of the Assignor and the Assignee
hereby agrees that if it receives any amount under the Credit Agreement
which is for the account of the other party hereto, it shall receive the
same for the account of such other party to the extent of such other
party’s interest therein and shall promptly pay the same to such other
party.


         [SECTION 4. Consent of the Company and the Administrative Agent.
This Agreement is conditioned upon the consent of the Company and the
Administrative Agent pursuant to Section 9.06(c) of the Credit
Agreement. The execution of this Agreement by the Company and the
Administrative Agent is evidence of this consent.**]


         SECTION 5. Promissory Note. Pursuant to Section 9.06(c) of the
Credit Agreement, the Company agrees, if requested by the Assignee, to
execute and deliver a promissory note payable to the order of the
Assignee to evidence the assignment and assumption provided for herein.







	*	 	Amount should combine principal together with accrued interest and breakage
compensation, if any, to be paid by Assignee, net of any portion of any upfront
fee to be paid by the Assignor to the Assignee. It may be preferable in an
appropriate case to specify these amounts generically or by formula rather than
as a fixed sum.
	
	
	
	

	**	 	Delete if consent of the Company and the Administrative Agent is not
required.


F-2







 





         SECTION 6. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no
responsibility with respect to, the solvency, financial condition, or
statements of the Company, or the validity and enforceability of the
obligations of the Company in respect of the Credit Agreement. The
Assignee acknowledges that it has, independently and without reliance on
the Assignor, and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter
into this Agreement and will continue to be responsible for making its
own independent appraisal of the business, affairs and financial
condition of the Company.


         SECTION 7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


         SECTION 8. Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.


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



	 	 	 	 	 
	 	 	[ASSIGNOR]
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	[ASSIGNEE]
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Title:



F-3







 



	 	 	 	 	 
	
	
	
	

	 	 	JPMORGAN CHASE BANK,
	
	
	
	

	 	 	    as Administrative Agent
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Title:



F-4







 


EXHIBIT G



DESIGNATION AGREEMENT



dated as of ________________ __, _____



         Reference is made to the Three-Year Credit Agreement dated as of
October 29, 2002 (as amended from time to time, the “Credit Agreement”)
among Rockwell Automation, Inc., a Delaware corporation (the “Company”),
the Banks party thereto, Bank of America, N.A., Citibank, N.A., Deutsche
Bank Securities Inc., and UBS AG, Stamford Branch, as Syndication
Agents, Mellon Bank, N.A. and Wells Fargo Bank, N.A., as Co-Syndication
Agents, and JPMorgan Chase Bank, as Administrative Agent (the
“Administrative Agent”). Terms defined in the Credit Agreement are used
herein with the same meaning.


                       (the
“Designator”) and
                          (the
“Designee”) agree as follows:


         1.     The Designator designates the Designee as its Designated Bank
under the Credit Agreement and the Designee accepts such designation.


         2.     The Designator makes no representations or warranties and
assumes no responsibility with respect to the financial condition of the
Company or the performance or observance by the Company of any of its
obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto.


         3.     The Designee (i) confirms that it is an Eligible Designee; (ii)
appoints and authorizes the Designator as its administrative agent and
attorney-in-fact and grants the Designator an irrevocable power of
attorney to receive payments made for the benefit of the Designee under
the Credit Agreement and to deliver and receive all communications and
notices under the Credit Agreement, if any, that the Designee is
obligated to deliver or has the right to receive thereunder; (iii)
acknowledges that the Designator retains the sole right and
responsibility to vote under the Credit Agreement, including, without
limitation, the right to approve any amendment or waiver of any
provision of the Credit Agreement; and (iv) agrees that the Designee
shall be bound by all such votes, approvals, amendments and waivers and
all other agreements of the Designator pursuant to or in connection with
the Credit Agreement, all subject to Section 9.05 of the Credit
Agreement.


         4.     The Designee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the most recent financial
statements referred to in Article 4 or delivered pursuant to Article 5
thereof and such other documents


G-1







 


and information as it has deemed
appropriate to make its own credit analysis and decision to enter into
this Designation Agreement and (ii) agrees that it will, independently
and without reliance upon the Administrative Agent, the Designator 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 decisions
in taking or not taking any action it may be permitted to take under the
Credit Agreement.


         5.     Following the execution of this Designation Agreement by the
Designator and the Designee and the consent hereto by the Company, it
will be delivered to the Administrative Agent for its consent. This
Designation Agreement shall become effective when the Administrative
Agent and the Company consent hereto or on any later date specified on
the signature page hereof.


         6.     Upon the effectiveness hereof, the Designee shall have the right
to make Loans or portions thereof as a Bank pursuant to Section 2.01 or
2.03 of the Credit Agreement and the rights of a Bank related thereto.
The making of any such Loans or portions thereof by the Designee shall
satisfy the obligations of the Designator under the Credit Agreement to
the same extent, and as if, such Loans or portions thereof were made by
the Designator.


         7.     This Designation Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.


IN WITNESS WHEREOF, the parties have caused this Designation
Agreement to be executed by their respective officers hereunto duly
authorized, as of the date first above written.



	 	 	 	 	 
	Effective Date:                    ,      	 	 	 	 
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	[NAME OF DESIGNATOR]
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



G-2







 



	 	 	 	 	 
	
	
	
	

	 	 	[NAME OF DESIGNEE]
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	         The undersigned consent to the foregoing designation.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	JPMORGAN CHASE BANK,
	
	
	
	

	 	 	    as Administrative Agent
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

	
	
	
	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	Title:



G-3