EX-10-P-1: 364-DAY CREDIT AGREEMENT



 



EXHIBIT 10-P-1



EXECUTION COPY



$337,500,000



364-DAY

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
	 	 	14	 
	
	
	
	

	SECTION 2.04.   Notice to Banks; Funding of Loans
	 	 	17	 
	
	
	
	

	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	 
	
	
	
	

	 	 	 	ARTICLE 4
	 	 	 	 
	 	 	 	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	
	
	
	

	SECTION 4.01.   Corporate Existence and Power
	 	 	28	 
	
	
	
	

	SECTION 4.02.   Corporate and Governmental Authorization; No Contravention
	 	 	28	 



i







 



	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 	 	 	 	

	SECTION 4.03.   Binding Effect
	 	 	28	 
	
	
	
	

	SECTION 4.04.   Financial Information
	 	 	28	 
	
	
	
	

	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
	 	 	31	 
	
	
	
	

	SECTION 5.07.   Limitations on Liens
	 	 	32	 
	
	
	
	

	SECTION 5.08.   Limitations on Sale and Lease-Back
	 	 	35	 
	
	
	
	

	SECTION 5.09.   Limitations on Change in Subsidiary Status
	 	 	36	 
	
	
	
	

	 	 	ARTICLE 6
	 	 	 	 
	 	 	DEFAULTS
	 	 	 	 
	
	
	
	

	SECTION 6.01.   Events of Default
	 	 	37	 
	
	
	
	

	SECTION 6.02.   Notice of Default
	 	 	38	 
	
	
	
	

	 	 	ARTICLE 7
	 	 	 	 
	 	 	THE ADMINISTRATIVE AGENT
	 	 	 	 
	
	
	
	

	SECTION 7.01.   Appointment and Authorization
	 	 	38	 
	
	
	
	

	SECTION 7.02.   Administrative Agent and Affiliates
	 	 	39	 
	
	
	
	

	SECTION 7.03.   Action by Administrative Agent
	 	 	39	 
	
	
	
	

	SECTION 7.04.   Consultation with Experts
	 	 	39	 
	
	
	
	

	SECTION 7.05.   Liability of Administrative Agent
	 	 	39	 
	
	
	
	

	SECTION 7.06.   Indemnification
	 	 	39	 
	
	
	
	

	SECTION 7.07.   Credit Decision
	 	 	40	 
	
	
	
	

	SECTION 7.08.   Successor Administrative Agent
	 	 	40	 
	
	
	
	

	SECTION 7.09.   Administrative Agent’s Fee
	 	 	40	 
	
	
	
	

	SECTION 7.10.   Other Agents
	 	 	40	 
	
	
	
	

	 	 	ARTICLE 8
	 	 	 	 
	 	 	CHANGE IN CIRCUMSTANCES
	 	 	 	 
	
	
	
	

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



ii







 



	 	 	 	 	 	 	 
	
	
	
	

	SECTION 8.02.   Illegality
	 	 	41	 
	
	
	
	

	SECTION 8.03.   Increased Cost and Reduced Return
	 	 	42	 
	
	
	
	

	SECTION 8.04.   Taxes
	 	 	44	 
	
	
	
	

	SECTION 8.05.   Base Rate Loans Substituted for Affected Fixed Rate Loans
	 	 	45	 
	
	
	
	

	 	 	ARTICLE 9
	 	 	 	 
	 	 	MISCELLANEOUS
	 	 	 	 
	
	
	
	

	SECTION 9.01.   Notices
	 	 	46	 
	
	
	
	

	SECTION 9.02.   No Waivers
	 	 	46	 
	
	
	
	

	SECTION 9.03.   Expenses; Indemnification
	 	 	46	 
	
	
	
	

	SECTION 9.04.   Sharing of Set-offs
	 	 	47	 
	
	
	
	

	SECTION 9.05.   Amendments and Waivers
	 	 	47	 
	
	
	
	

	SECTION 9.06.   Successors and Assigns
	 	 	48	 
	
	
	
	

	SECTION 9.07.   Designated Banks
	 	 	50	 
	
	
	
	

	SECTION 9.08.   Collateral
	 	 	51	 
	
	
	
	

	SECTION 9.09.   Governing Law; Submission to Jurisdiction
	 	 	51	 
	
	
	
	

	SECTION 9.10.   Counterparts; Integration
	 	 	51	 
	
	
	
	

	SECTION 9.11.   Waiver of Jury Trial
	 	 	51	 
	
	
	
	

	 
	 	 	 	 
	
	
	
	

	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
	 	 	 	 



 







 


364-DAY

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.


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


         “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 Revolving Credit Loan or a Term Loan; 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).


2







 


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


         “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


3







 



with GAAP, (v) all non-contingent obligations of such Person to
reimburse any 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 3.10.


         “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 of pollutants, contaminants, Hazardous Substances or wastes into the


4







 



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.


         “Final Maturity Date” means the first anniversary of the Termination Date
or, if such day is not a Euro-Dollar Business Day, the next preceding
Euro-Dollar Business Day.


         “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


6







 



to the par value or involuntary liquidation value, whichever
amount is higher, of such preferred stock.


         “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 , 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:



		
	 	         (x) no Interest Period applicable to any Revolving Credit Loan or
Competitive Bid Loan may end after the Termination Date; and
	 
	 	         (y) no Interest Period applicable to any Term Loan may end after the Final
Maturity 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


8







 



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
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 2.09.


         “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


9







 



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 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 Loan” means a loan made by a Bank pursuant to Section
2.01(a).


         “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.


10







 


         “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 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 Final Maturity 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 28, 2003, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.


         “Term
Loan” means a loan made by a Bank pursuant to Section 2.01(b).



11









 



         “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 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 Bank severally agrees, on the terms and conditions set
forth in this Agreement, to make a loan to the Company on the
Termination Date in an amount up to but not exceeding the amount of its
Commitment. Amounts of any Loans made pursuant to this Section 2.01(b)
which are prepaid pursuant to Section 2.12 shall not be reborrowed.


         (c)  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.



13







 





         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 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


14










 


make the Competitive Bid Loans
to which such Competitive Bid Quote Request relates in accordance with
this Section.



         (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.


         (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


16







 


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.


         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.


17







 


         (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)  If any Bank makes a Term Loan hereunder on a day on which the
Company is to repay all or any part of an outstanding Revolving Credit
Loan from such Bank, such Bank shall apply the proceeds of its Term
Loan to make such repayment and only an amount equal to the difference
(if any) between the amount being borrowed and the amount being repaid
shall be made available by such Bank to the Administrative Agent as
provided in subsection (b), or remitted by the Company to the
Administrative Agent as provided in Section 2.12, as the case may be.


         (d)  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 subsections (b) and (c) 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.


18







 


         (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 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 Revolving Credit Loan
shall mature, and the principal amount thereof shall be due and payable
(together with interest accrued thereon) on the Termination Date.


         (b)  Each Term Loan shall mature, and the principal amount thereof
shall be due and payable (together with accrued interest thereon) on the
Final Maturity Date.


         (c)  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 sum of the Base Rate Margin for such day plus 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


19







 


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 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


20







 


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).


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


22








 


         (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 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


23







 


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 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


24







 


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 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


25







 


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;
	 
	 	         (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 the 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




26









 



         (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;


         (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.



27









 



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.


         SECTION 4.04. Financial Information. 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


28







 



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
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 Loan remains outstanding or any amount payable hereunder remains unpaid:


29







 


         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 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 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;


         (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.


30







 


         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.


         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 



31







 




		
	 	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
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


32







 



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, 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,


33







 



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 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.


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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 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


35







 


         (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 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.


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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;


         (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


37







 


         (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;


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.


38







 


         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 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.


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         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
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.


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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


         (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,
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. 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


41







 



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.


         (b)  If such notice is given, each Euro-Dollar Loan of such Bank then
outstanding shall be converted to a Base Rate Loan either 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 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. 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.


42







 


         (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 force of law) of any such authority, central bank or comparable
agency (including any determination by any such authority, central bank or
comparable agency that, for purposes of capital adequacy requirements, the
Commitments hereunder do not constitute commitments with an original maturity
of one year or less, which shall be deemed a change in the interpretation and
administration of such requirements) 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.


43







 


         SECTION 8.04. Taxes. For purposes of this Section , 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 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, 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, the
Company shall make such deductions, the Company shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law and the Company shall furnish to the Administrative Agent,
at its address referred to in Section , 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.


44







 


         (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 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 or 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.


45







 


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. The Company shall pay 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 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.



46









 



         (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 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


47







 


Commitment or (iv) change the percentage of the Commitments or of the
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 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 assignment may, but need not,
include rights of the transferor Bank in respect of


48







 


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


49







 


         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 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


50







 


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.


51







 


         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 “Base Rate Margin”, “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%; provided further that for any day on which
the any Term Loan is outstanding, the “Base Rate Margin” and “Euro-Dollar
Margin” shall be equal to the respective percentages determined in
accordance with the foregoing proviso plus 0.25% per annum.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	364-Day Facility
	

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

	Euro-Dollar Margin
	 	 	0.1650	%	 	 	0.2300	%	 	 	0.2950	%	 	 	0.4000	%	 	 	0.6250	%	 	 	0.8250	%
	
	
	
	

	Base Rate Margin
	 	 	0.0000	%	 	 	0.0000	%	 	 	0.0000	%	 	 	0.0000	%	 	 	0.0000	%	 	 	0.0000	%
	
	
	
	

	Facility Fee Rate
	 	 	0.0600	%	 	 	0.0700	%	 	 	0.0800	%	 	 	0.1000	%	 	 	0.1250	%	 	 	0.1750	%



         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


1







 


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.


         “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 “Agent”)
	
	
	
	

	 	 	 
	
	
	
	

	From:	 	
Rockwell Automation, Inc.
	
	
	
	

	 	 	 
	
	
	
	

	Re:	 	
364-Day 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.]


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



	 	 	 	 	 
	 	 	ROCKWELL AUTOMATION, INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	
	
	
	

	 	 	 	 	

Title:








	*	 	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







 




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 364-Day 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



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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 364-Day
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 364-Day 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 modifications,


D-2







 


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 364-Day 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 364-Day 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 364-Day 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 and information as it has deemed
appropriate to make its own credit analysis and


G-1







 


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