Emerson Electric Co. Exhibit 10.2 to Form 8K








Exhibit 10.2










$1,833,333,333.33 




LONG-TERM CREDIT
AGREEMENT 




dated as of
March 12, 2004 




among 




EMERSON ELECTRIC CO., 




THE LENDERS AND LC
ISSUERS PARTY HERETO, 



BANK ONE,
NA,

as the Agent, 




JPMORGAN CHASE BANK,


as Syndication Agent, 




BANK OF AMERICA, N.A.,

as Co-Arranger and Syndication Agent, 





CITIBANK, N.A.,

as Co-Arranger and Documentation Agent, 


and


BNP PARIBAS
and
MORGAN STANLEY BANK,

as Senior Managing Agents






     BANC ONE CAPITAL MARKETS, INC.
and

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Managers 















TABLE OF CONTENTS 



	 	 	Page	 
	ARTICLE 1  DEFINITIONS	 	1	 
	Section 1.01.  Definitions	 	1	 
	Section 1.02.  Accounting Terms and Determinations	 	14	 
	Section 1.03.  Types of Advances	 	14	 
	 	 	 	 
	ARTICLE 2  THE CREDITS	 	14	 
	Section 2.01.  The Facility	 	14	 
	Section 2.02.  Ratable Advances	 	16	 
	Section 2.03.  Determination of Dollar Amounts; Required Payments	 	18	 
	Section 2.04.  Swing Line Loans	 	18	 
	Section 2.05.  Competitive Bid Advances	 	19	 
	Section 2.06.  Facility Fee; Reductions in Aggregate Commitment	 	23	 
	Section 2.07.  Minimum Amount of Each Advance	 	23	 
	Section 2.08.  Optional Principal Payments	 	23	 
	Section 2.09.  Changes in Interest Rate, etc	 	24	 
	Section 2.10.  Rates Applicable After Default	 	24	 
	Section 2.11.  Method of Payment	 	24	 
	Section 2.12.  Advances to be Made in Euros	 	25	 
	Section 2.13.  Noteless Agreement; Evidence of Indebtedness	 	25	 
	Section 2.14.  Telephonic Notices	 	26	 
	Section 2.15.  Interest Payment Dates; Interest and Fee Basis	 	26	 
	Section 2.16.  Notification of Advances, Interest Rates, Prepayments and Commitment	 
	                       Reductions	 	27	 
	Section 2.17.  Regulation D Compensation	 	27	 
	Section 2.18.  Non-Receipt of Funds by the Agent	 	27	 
	Section 2.19.  Facility LCs	 	28	 
	Section 2.20.  Market Disruption	 	32	 
	Section 2.21.  Judgment Currency	 	33	 
	Section 2.22.  Funding Indemnification	 	33	 
	 	 	 	 
	ARTICLE 3  CONDITIONS	 	33	 
	Section 3.01.  Effectiveness	 	33	 
	Section 3.02.  Each Credit Extension	 	34	 
	 	 	 	 
	ARTICLE 4  REPRESENTATIONS AND WARRANTIES	 	35	 
	Section 4.01.  Corporate Existence and Power	 	35	 
	Section 4.02.  Corporate and Governmental Authorization; No Contravention	 	35	 
	Section 4.03.  Binding Effect	 	35	 
	Section 4.04.  Financial Information	 	35	 
	Section 4.05.  Litigation	 	36	 
	Section 4.06.  Compliance with ERISA	 	36	 
	Section 4.07.  Environmental Matters	 	36	 
	Section 4.08.  Taxes	 	37	 



i












	 	 	 	 
	Section 4.09.  Subsidiaries	 	37	 
	Section 4.10.  Regulatory Restrictions on Advance	 	37	 
	Section 4.11.  Full Disclosure	 	37	 
	 	 	 	 
	ARTICLE 5  COVENANTS	 	37	 
	Section 5.01.  Information	 	37	 
	Section 5.02.  Payment of Obligations	 	39	 
	Section 5.03.  Maintenance of Property; Insurance	 	39	 
	Section 5.04.  Maintenance of Existence	 	39	 
	Section 5.05.  Compliance with Laws	 	39	 
	Section 5.06.  Mergers and Sales of Assets	 	40	 
	Section 5.07.  Use of Proceeds	 	40	 
	Section 5.08.  Negative Pledge	 	40	 
	Section 5.09.  Consolidated Net Worth	 	41	 
	 	 	 	 
	ARTICLE 6  DEFAULTS	 	41	 
	Section 6.01.  Events of Default	 	41	 
	Section 6.02.  Notice of Default	 	43	 
	Section 6.03.  Acceleration; Facility LC Collateral Account	 	43	 
	 	 	 	 
	ARTICLE 7  THE AGENT	 	44	 
	Section 7.01.  Appointment and Authorization	 	44	 
	Section 7.02.  Agent and Affiliates	 	44	 
	Section 7.03.  Action by Agent	 	44	 
	Section 7.04.  Consultation with Experts	 	44	 
	Section 7.05.  Liability of Agent	 	44	 
	Section 7.06.  Indemnification	 	45	 
	Section 7.07.  Credit Decision	 	45	 
	Section 7.08.  Successor Agent	 	45	 
	Section 7.09.  Agent's Fees	 	45	 
	Section 7.10.  Co-Arranger; Syndication Agent; Documentation Agent; Senior Managing Agent	 	45	 
	 	 	 	 
	ARTICLE 8  CHANGE IN CIRCUMSTANCES	 	46	 
	Section 8.01.  Basis for Determining Interest Rate Inadequate or Unfair	 	46	 
	Section 8.02.  Illegality	 	46	 
	Section 8.03.  Increased Cost and Reduced Return	 	47	 
	Section 8.04.  Taxes	 	48	 
	Section 8.05.  Base Rate Loans Substituted for Affected Eurocurrency Loans	 	50	 
	Section 8.06.  Substitution of Lender	 	50	 
	 	 	 	 
	ARTICLE 9  MISCELLANEOUS	 	50	 
	Section 9.01.  Notices; Electronic Communications	 	50	 
	Section 9.02.  No Waivers	 	51	 
	Section 9.03.  Expenses; Indemnification	 	51	 
	Section 9.04.  Sharing of Set-Offs	 	52	 
	Section 9.05.  Amendments and Waivers	 	52	 
	Section 9.06.  Successors and Assigns	 	53	 



ii

















	 	 	 	 
	Section 9.07.  Designated Lenders	 	54	 
	Section 9.08.  Collateral	 	55	 
	Section 9.09.  Confidentiality	 	55	 
	Section 9.10.  USA PATRIOT ACT NOTIFICATION	 	56	 
	Section 9.11.  Governing Law; Submission to Jurisdiction	 	56	 
	Section 9.12.  Waiver of Jury Trial	 	57	 
	Section 9.13.  Counterparts; Integration	 	57	 







SCHEDULES: 


	 	Pricing Schedule	 	 
	 	Schedule 1.1(a)	Commitments	 
	 	Schedule 1.1(b)	Eurocurrency Payment Offices	 






	 	EXHIBITS: 

EXHIBIT A-1	Ratable Note	 
	 	EXHIBIT A-2	Swing Line Note	 
	 	EXHIBIT A-3	Competitive Bid Note	 
	 	EXHIBIT B	Opinion of In-House Counsel for the Borrower	 
	 	EXHIBIT C	Opinion of Special Counsel for the Agent	 
	 	EXHIBIT D	Assignment and Assumption Agreement	 
	 	EXHIBIT E	Designation Agreement	 
	 	EXHIBIT F	Competitive Bid Quote Request	 
	 	EXHIBIT G	Initiative for Competitive Bid Quotes	 
	 	EXHIBIT H	Competitive Bid Quotes	 











iii













LONG-TERM CREDIT AGREEMENT



        THIS
LONG-TERM CREDIT AGREEMENT, dated as of March 12, 2004, is by and among EMERSON
ELECTRIC CO., the LENDERS, the LC ISSUERS and BANK ONE, NA, a national banking association having its
principal office in Chicago, Illinois, as Agent. The parties hereto agree as follows: 


RECITALS:



             A.       
          The Borrower has requested the Lenders and the LC Issuers to make long-term
          financial accommodations to it in the aggregate principal amount of
          $1,833,333,333.33; and 



             B.       
          The Lenders and the LC Issuers are willing to extend such financial
          accommodations on the terms and conditions set forth herein. 



        NOW,
THEREFORE, in consideration of the mutual covenants and undertakings herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Lenders, the LC Issuers and the Agent hereby agree as
follows: 




ARTICLE 1 




DEFINITIONS 


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



        “Absolute
Rate” means, with respect to an Absolute Rate Loan made by a given Lender for the
relevant Absolute Rate Interest Period, the rate of interest per annum (rounded to the
nearest 1/10,000 of 1%) offered by such Lender and accepted by the Borrower pursuant to
Section 2.05. 



        “Absolute
Rate Advance” means a borrowing hereunder consisting of the aggregate amount of
the several Absolute Rate Loans made by some or all of the Lenders to the Borrower at the
same time in the same Agreed Currency and for the same Absolute Rate Interest Period. 



        “Absolute
Rate Auction” means a solicitation of Competitive Bid Quotes setting forth
Absolute Rates pursuant to Section 2.05. 



        “Absolute
Rate Interest Period” means, with respect to an Absolute Rate Advance, a period
of not less than 7 and not more than 180 days commencing on a Business Day selected by the
Borrower pursuant to this Agreement; provided, however, that (a) if an
Absolute Rate Interest Period would otherwise end on a day which is not a Business Day,
such Absolute Rate Interest Period shall, subject to clause (b) below, end on the next
succeeding Business Day and (b) any Absolute Rate Interest Period which would otherwise
end after the Facility shall end on the Facility Termination Date. 



        “Absolute
Rate Loan” means a Loan which bears interest at an Absolute Rate. 














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



        “Advance”
means a Ratable Advance or a Competitive Bid Advance. 



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



        “Aggregate
Commitment” means, at any time, the aggregate amount of the Commitments of all
the Lenders at such time, after giving effect to any increases or permanent reductions in
the Commitments pursuant to the terms hereof. 



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



        “Agreed
Currencies” means (a) Dollars, (b) so long as such currencies remain Eligible
Currencies, British Pounds Sterling, Japanese Yen and Euros, and (c) any other Eligible
Currency which the Borrower requests the Agent to include as an Agreed Currency hereunder
and which is reasonably acceptable to all of the Lenders. For the purposes of this
definition, each of the specific currencies referred to in clause (b), above, shall mean
and be deemed to refer to the lawful currency of the jurisdiction referred to in
connection with such currency, e.g., “Japanese Yen” means the lawful
currency of Japan. 



        “Agreement”
means this Long-Term Credit Agreement, together with all exhibits and schedules hereto, as
may be amended, restated, supplemented or otherwise modified from time to time pursuant to
the terms hereof. 



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



        “Applicable
Facility Fee Rate” means, at any time, the percentage rate per annum determined
in accordance with the Pricing Schedule. 



        “Applicable
LC Fee Rate” means, at any time, the percentage rate per annum determined in
accordance with the Pricing Schedule. 



        “Applicable
Lending Office” means, with respect to any Lender, (a) in the case of its Base
Rate Loans, its Domestic Lending Office, (b) in the case of its Eurocurrency Ratable
Loans, its Eurocurrency Lending Office and (c) in the case of its Competitive Bid Loans,
its Competitive Bid Lending Office. 



        “Applicable
Margin” means, with respect to Ratable Advances of any Type at any time, the
percentage rate per annum determined in accordance with the Pricing Schedule. 



        “Approximate
Equivalent Amount” of any currency on any date with respect to any amount of
Dollars shall mean the Equivalent Amount of such currency with respect to such 




2










amount of
Dollars on, or as of, such date, rounded up to the nearest amount of such currency as
reasonably determined by the Agent or a Lender, as applicable, from time to time. 



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



        “Authorized
Officer” means the Chief Executive Officer, the Treasurer or the Chief Financial
Officer of the Borrower. 



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



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



        “Base
Rate Advance” means a borrowing of Base Rate Loans hereunder (a) made by the
Lenders on the same Borrowing Date, or (b) into which Eurocurrency Ratable Loans are
converted by the Lenders on the same date of conversion of Base Rate Loans, and
consisting, in either case, of the aggregate amount of the several Base Rate Loans in the
same Agreed Currency. 



        “Base
Rate Loan” means a Loan made pursuant to Section 2.02 which bears interest
at the Alternate Base Rate. 



        “Benefit
Arrangement” means at any time an employee benefit plan within the meaning of
Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained
or otherwise contributed to by any member of the ERISA Group. 



        “Borrower”
means Emerson Electric Co., a Missouri corporation, and its successors. 



        “Borrower’s
2003 Form 10-K” means the Borrower’s annual report on Form 10-K for fiscal
 2003, as filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934. 



        “Borrower’s
Latest Form 10-Q” means the Borrower’s quarterly report on Form 10-Q for the
quarter ended December 31, 2003, as filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934. 



        “Borrowing
Date” means a date on which an Advance or a Swing Line Loan is made hereunder. 



        “Borrowing Notice”
means a Competitive Bid Borrowing Notice, a Ratable Borrowing Notice or a Swing Line
Borrowing Notice, as the context may require. 



        “Business
Day” means (a) with respect to any Credit Extension, payment or rate
selection of Eurocurrency Advances, any day (other than a Saturday or Sunday) on which
(i) banks are generally open in Chicago, Illinois for the conduct of substantially
all of their commercial lending activities, (ii) interbank wire transfers can be made
on the Fedwire system, (iii) dealings in the Agreed Currency in which the applicable
Credit Extension is denominated are carried on in the London interbank market and (iv) the
clearing system determined by the Agent to be




3









suitable for clearing or settlement of such
Agreed Currency is open for business and (b) for all other purposes, any day except a
Saturday, Sunday or other day on which commercial banks in Chicago are
authorized by law to close. 




        “Collateral
Shortfall Amount” is defined in Section 6.03. 



        “Commitment”
means, for each Lender, the obligation of such Lender to make Ratable Loans and to refund
or participate in Swing Line Loans and Facility LCs in an aggregate amount not exceeding
the amount set forth opposite its name on Schedule 1.01(a) hereto, as it may be
modified as a result of any assignment that has become effective pursuant to Section
9.06(c) or as otherwise modified from time to time pursuant to the terms hereof. 



        “Competitive
Bid Advance” means an Absolute Rate Advance, a Eurocurrency Bid Rate Advance, or
both, as the context may require. 



        “Competitive
Bid Borrowing Notice” is defined in Section 2.05.6. 



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



        “Competitive
Bid Loan” means a Eurocurrency Bid Rate Loan or an Absolute Rate Loan, or both,
as the case may be. 



        “Competitive
Bid Margin” means the margin above or below the applicable Eurocurrency Reference
Rate offered for a Eurocurrency Bid Rate Loan, expressed as a percentage (rounded to the
nearest 1/10,000 of 1%) to be added or subtracted from such Eurocurrency Reference Rate. 



        “Competitive
Bid Note” means any promissory note issued at the request of a Lender pursuant to
Section 2.13(d) to evidence its Competitive Bid Loans substantially in the form of
Exhibit A-3 hereto. 



        “Competitive
Bid Quote” means a Competitive Bid Quote substantially in the form of Exhibit
H hereto completed and delivered by a Lender to the Agent in accordance with
Section 2.05.4. 



        “Competitive
Bid Quote Request” means a Competitive Bid Quote Request substantially in the
form of Exhibit F hereto completed and delivered by the Borrower to the Agent in
accordance with Section 2.05.2. 


        “Computation
Date” is defined in Section 2.03. 


4








        “Consolidated
Net Worth” means, at any date, the consolidated stockholders' equity of the Borrower and its Consolidated Subsidiaries,
determined on a consolidated basis as of such date. 



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








        “Consolidated
Total Assets” means, at any date, the total assets of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date. 



        “Conversion/Continuation
Notice” is defined in Section 2.02.4. 



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



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



        “Debt”
of any Person means at any date, without duplication, (a) all obligations of such Person
for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) 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, (d) all obligations of such Person as lessee which are
capitalized in accordance with generally accepted accounting principles, (e) all
non-contingent obligations (and, for purposes of Section 5.08 and the definition of
Material Debt, all 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, (f) 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 (g) all Debt of others Guaranteed by such Person. 



        “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. 



        “Derivatives
Obligations” of any Person means all obligations of such Person in respect of any
rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option, interest
rate option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction, currency
option, credit default swap, credit default insurance or any other similar transaction
(including any option with respect to any of the foregoing transactions) or any
combination of the foregoing transactions. 



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



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


5










        “Dollar
Amount” means, with respect to any currency at any date, (a) if such currency is
Dollars, the amount of such currency or (b) otherwise, the equivalent in Dollars of such
amount, calculated on the basis of the arithmetical mean of the buy and sell spot rates of
exchange of the Agent for such currency on the London market at 11:00 a.m., London time,
on or as of the most recent Computation Date provided for in Section 2.03. 



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







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



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



        “Eligible
Currency” means any currency other than Dollars (a) that is readily available,
(b) that is freely traded, (c) in which deposits are customarily offered to banks in the
London interbank market, (d) which is convertible into Dollars in the international
interbank market and (e) as to which an Equivalent Amount may be readily calculated. If,
after the designation by the Lenders of any currency as an Agreed Currency, (i) currency
control or other exchange regulations are imposed in the country in which such currency is
issued with the result that different types of such currency are introduced, (ii) such
currency is, in the determination of the Agent, no longer readily available or freely
traded or (iii) in the determination of the Agent, an Equivalent Amount of such currency
is not readily calculable, the Agent shall promptly notify the Lenders and the Borrower,
and such currency shall no longer be an Agreed Currency until such time as all of the
Lenders agree to reinstate such currency as an Agreed Currency and promptly, but in any
event within five Business Days of receipt of such notice from the Agent, the Borrower
shall repay all Loans in such affected currency or convert such Loans into Loans in
Dollars or another Agreed Currency, subject to the other terms set forth in
Article 2. 



        “Eligible
Designee” means a special purpose corporation that (a) is organized under the
laws of the United States or any state thereof, (b) is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business and (c)
issues (or the parent of which issues) commercial paper rated at least A-1 or the
equivalent thereof by S&P or 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, the effect of the environment on
human health or emissions, discharges or releases of pollutants, contaminants, Hazardous
Substances or wastes into the environment including, without limitation, ambient air,
surface water, ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other
remediation thereof. 


6









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



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




        “ERISA
Group” means the Borrower, any Subsidiary and all members of a controlled group
of corporations and all trades or businesses (whether or not incorporated) under common
control which, together with the Borrower or any Subsidiary, are treated as a single
employer under Section 414 of the Internal Revenue Code. 






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



        “Eurocurrency
Advance” means a Eurocurrency Ratable Advance, a Eurocurrency Bid Rate Advance,
or both, as the context may require. 



        “Eurocurrency
Auction” means a solicitation of Competitive Bid Quotes setting forth Competitive
Bid Margins pursuant to Section 2.05. 



        “Eurocurrency
Bid Rate” means, with respect to a Eurocurrency Bid Rate Loan made by a given
Lender for the relevant Eurocurrency Interest Period, the sum of (a) the Eurocurrency
Reference Rate applicable to such Interest Period, plus (b) the Competitive Bid Margin
offered by such Lender and accepted by the Borrower. 



        “Eurocurrency
Bid Rate Advance” means a borrowing hereunder consisting of the aggregate amount
of the several Eurocurrency Bid Rate Loans made by some or all of the Lenders to the
Borrower at the same time in the same Agreed Currency and for the same Eurocurrency
Interest Period. 



        “Eurocurrency
Bid Rate Loan” means a Loan which bears interest at a Eurocurrency Bid Rate. 



        “Eurocurrency Interest
Period” means, with respect to a Eurocurrency Advance, a period of one, two,
three or six months commencing on a Business Day selected by the Borrower in a Borrowing
Notice or a Conversion/Continuation Notice and ending on the day which corresponds
numerically to such date one, two, three or six months thereafter, as the Borrower may
elect in such notice; provided, however, that (a) if the first day of such
Interest Period is the last Business Day of a calendar month or if there is no such
numerically corresponding day in such next, second, third or sixth succeeding month, such
Eurocurrency Interest Period shall, subject to clause (c) below, end on the last Business
Day of such next, second, third or sixth succeeding month, (b) if a Eurocurrency Interest
Period would otherwise end on a day which is not a Business Day, such Eurocurrency
Interest Period shall, subject to clause (c) below, end on the next succeeding Business


7










Day unless said next succeeding Business Day falls in a new calendar month, in which case
such Eurocurrency Interest Period shall end on the immediately preceding Business Day and
(c) any Eurocurrency Interest Period which would otherwise end after the Facility
Termination Date shall end on the Facility Termination Date. 



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



        “Eurocurrency
Loan” means a Eurocurrency Ratable Loan or a Eurocurrency Bid Loan, or both, as
the context may require. 



        “Eurocurrency
Payment Office” of the Agent shall mean, for each of the Agreed Currencies, the
office, branch, affiliate or correspondent bank of the Agent specified as the
“Eurocurrency Payment Office” for such currency on Schedule 1.01(b)
hereto or such other office, branch, affiliate or correspondent bank of the Agent as it
may from time to time specify to the Borrower and each Lender as its Eurocurrency Payment
Office. 



        “Eurocurrency
Ratable Advance” means a borrowing hereunder (a) made by the Lenders on the same
Borrowing Date, or (b) converted or continued by the Lenders on the same date of
conversion or continuation, consisting, in either case, of the aggregate amount of the
several Eurocurrency Ratable Loans in the same Agreed Currency and for the same
Eurocurrency Interest Period. 



        “Eurocurrency
Ratable Loan” means a loan requested by the Borrower and made pursuant to
Section 2.02 which bears interest at a Eurocurrency Rate. 



        “Eurocurrency
Rate” means, with respect to a Eurocurrency Ratable Advance for the relevant
Eurocurrency Interest Period, the sum of (a) the Eurocurrency Reference Rate applicable to
such Eurocurrency Interest Period, plus (b) the Applicable Margin. 



        “Eurocurrency
Reference Rate” means, with respect to a Eurocurrency Ratable Advance or a
Eurocurrency Bid Rate Advance for the relevant
Eurocurrency Interest Period, the applicable British Bankers’ Association LIBOR rate
for deposits in the applicable Agreed Currency as reported on page 3750 of the Dow Jones
Market Service (formerly known as the Telerate Service) as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Eurocurrency Interest Period, and having a
maturity equal to such Eurocurrency Interest Period, provided that, if no such
British Bankers’ Association LIBOR rate is available to the Agent, the applicable
Eurocurrency Reference Rate for the relevant Eurocurrency Interest Period shall instead be
the rate determined by the Agent to be the rate at which Bank One or one of its affiliate
banks offers to place deposits in the applicable Agreed Currency with first-class banks in
the London interbank market at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Eurocurrency Interest Period, in the approximate amount of
Bank One’s relevant Eurocurrency Ratable Loan or, in the case of a Eurocurrency Bid
Rate Advance, 



8









the amount of the Eurocurrency Bid Rate Advance requested by the Borrower, and in each case
having a maturity equal to such Eurocurrency Interest Period. 



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



        “Existing
Agreement” means the $1,500,000,000 Long-Term Credit Agreement dated as of
June 23, 2000, among the Borrower, the financial institutions party thereto and Bank One, NA, as Agent. 


        “Facility
Fee” is defined in Section 2.06. 



        “Facility
LC” is defined in Section 2.19.1. 




        “Facility LC
Application” is defined in Section 2.19.3. 




        “Facility
LC Collateral Account” is defined in Section 2.19.11. 



        “Facility Termination
Date” means March 12, 2009 or any earlier date on which the Aggregate
Commitment is reduced to zero pursuant to Section 2.06 or terminated pursuant to
Section 6.01, or, if any such day is not a Business Day, then the next
preceding Business Day. 



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



        “Fixed
Rate” means any Eurocurrency Rate, any Eurocurrency Bid Rate or any Absolute
Rate. 



        “Fixed
Rate Advance” means an Absolute Rate Advance, a Eurocurrency Bid Rate Advance, a
Eurocurrency Ratable Advance, or any or all of the foregoing, as the context may require. 



        “Fixed
Rate Loan” means an Absolute Rate Loan, a Eurocurrency Bid Rate Loan, a
Eurocurrency Ratable Loan, or any or all of the foregoing, as the context may require 



        “Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person directly or
indirectly guaranteeing any Debt of any other Person and, without limiting the generality
of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (b) entered into for the purpose
of assuring in any other manner the holder of such Debt of the payment thereof or to
protect such holder against loss in respect



9









 thereof (in whole or in part), 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, 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 a Eurocurrency Interest Period or an Absolute Rate Interest Period. 







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



        “Invitation
for Competitive Bid Quotes” means an Invitation for Competitive Bid Quotes
substantially in the form of Exhibit G hereto, completed and delivered by the Agent
to the Lenders in accordance with Section 2.05.3. 




        “LC
Fee” is defined in Section 2.19.4. 



        “LC Issuer”
means Bank One (or any subsidiary or affiliate of Bank One designated by Bank One) or any other
Lender that agrees to be an issuer of Facility LCs hereunder, as selected by the Borrower
from time to time, in its capacity as an issuer of Facility LCs hereunder. 



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



        “LC
Payment Date” is defined in Section 2.19.5. 



        “Lender”
means each Person listed and identified as such on the signature pages of this Agreement,
each Assignee which becomes a Lender pursuant to Section 8.06 or 9.06(c),
and their respective successors. Unless otherwise specified or the context requires
otherwise, the term “Lenders” includes the Swing Line Lenders. 



        “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 the
practical effect of creating a security interest, in respect of such asset. For the
purposes of this Agreement, the Borrower 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) with respect to any Lender, any Ratable Loan made by such Lender pursuant to
Section 2.02 (or any conversion or continuation thereof) or Competitive Bid Loan
made by such Lender pursuant to Section 2.05 and, (b) with respect to any
Swing Line Lender, any Swing Line Loan made by it pursuant to Section 2.04. 


10










        “Loan
Documents” means this Agreement, any Notes issued pursuant to
Section 2.13, and the Facility LC Applications. 



        “Material
Adverse Effect” means (a) a material adverse effect on the business, financial
position or results of operations of the Borrower and its Consolidated Subsidiaries,
considered as a whole, or (b) a material adverse effect on the rights and remedies of the
Lenders under this Agreement and any Notes. 



        “Material
Debt” means Debt (other than obligations arising under this Agreement or any
Note) of the Borrower and/or one or more of its Significant Subsidiaries, arising in one
or more related or unrelated transactions, in an aggregate principal or face amount
exceeding $200,000,000. 



        “Material
Plan” means at any time a Plan having aggregate Unfunded Liabilities in excess of
$200,000,000. 



        “Modify”
and “Modification” are defined in Section 2.19.1. 



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



        “Multiemployer
Plan” means at any time an employee pension benefit plan within the meaning of
Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or
accruing an obligation to make contributions or has within the preceding five plan years
made contributions, including for these purposes any Person which ceased to be a member of
the ERISA Group during such five year period. 



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




        “Notes”
means, collectively, all of the Competitive Bid Notes, Ratable Notes and Swing Line Notes
which may be issued hereunder, and “Note” means any one of the Notes. 



        “Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC
Obligations, all accrued and unpaid fees and all expenses, reimbursements,
indemnifications and other obligations of the Borrower to the Lenders or to any Lender,
the Agent or any indemnified party arising under this Agreement, any Note, the Facility LC
Applications or any other Loan Document. 



        “Outstanding
Credit Exposure” means, as to any Lender at any time, the sum of (a) the
aggregate principal amount of its Ratable Loans and Competitive Bid Loans outstanding at
such time, plus (b) an amount equal to its Pro Rata Share of the aggregate principal
amount of Swing Line Loans outstanding at such time, plus (c) an amount equal to its Pro
Rata Share of the LC Obligations at such time. 



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



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



11









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



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



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







        “Plan”
means at any time an employee pension benefit plan (other than a Multiemployer Plan) which
is covered by Title IV of ERISA or subject to the minimum funding standards under Section
412 of the Internal Revenue Code and either (a) is maintained, or contributed to, by any
member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any
time within the preceding five years been maintained, or contributed to, by any Person
which was at such time a member of the ERISA Group for employees of any Person which was
at such time a member of the ERISA Group. 



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



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



        “Pro
Rata Share” means, with respect to a Lender, a portion equal to a fraction the
numerator of which is such Lender’s Commitment and the denominator of which is the
Aggregate Commitment; provided, that for the purposes of determining a Swing Line
Lender’s Pro Rata Share of the Swing Line Commitment pursuant to
Section 2.04, “Pro Rata Share” means, with respect to a Swing Line
Lender, a portion equal to a fraction the numerator of which is such Swing Line
Lender’s Commitment and the denominator of which is the aggregate Commitments of all Swing Line Lenders. 



        “Ratable
Advance” means a Base Rate Advance or a Eurocurrency Ratable Advance. 



        “Ratable Borrowing
Notice” is defined in Section 2.02.3. 



        “Ratable
Loan” means a Base Rate Loan or a Eurocurrency Ratable Loan. 



        “Ratable Note”
means any promissory note issued at the request of a Lender pursuant to Section
2.13(d) to evidence its Ratable Loans in substantially the form of Exhibit A-1
hereto. 



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



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



12








        “Required
Lenders” means at any time Lenders in the aggregate having more than 50% of the
Aggregate Commitment or, if the Aggregate Commitment shall have been terminated, Lenders
in the aggregate holding more than 50% of the Aggregate Outstanding Credit Exposure. 



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


        “S&P” means Standard & Poor's Ratings Services.


        “Short-Term Credit Agreement”
means that certain Short-Term Credit Agreement dated as of even date herewith among the Borrower, the financial
institutions party thereto and the Agent, as it may be amended, restated or modified and in effect from time to
time.







        “Significant
Subsidiary” means at any time a Subsidiary of the Borrower which as of such time
meets the definition of a “significant subsidiary” contained as of the
date hereof in Regulation S-X of the Securities and Exchange Commission. 



        “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 Borrower. 



        “Swing
Line Borrowing Notice” is defined in Section 2.04.2. 



        “Swing Line
Commitment” means the obligation of the Swing Line Lenders to make Swing Line
Loans up to a maximum principal amount of $300,000,000 at any one time outstanding. 



        “Swing
Line Lender” means Bank One, JPMorgan Chase Bank, Bank of America, N.A., Citibank, N.A.
or such other Lenders which may succeed to their rights and obligations as Swing
Line Lenders pursuant to the terms of this Agreement. 



        “Swing
Line Loan” means a Loan made available to the Borrower by a Swing Line Lender
pursuant to Section 2.04. 



        “Swing
Line Note” means any promissory note issued at the request of a Swing Line Lender
pursuant to Section 2.13(d) to evidence its Swing Line Loans substantially in
the form of Exhibit A-2 hereto. 



        “Type”
means, with respect to any Advance, its nature as a Base Rate Advance, an Absolute Rate
Advance, a Eurocurrency Bid Rate Advance or a Eurocurrency Ratable Advance. 



        “Unfunded
Liabilities” means, with respect to any Plan at any time, the amount (if any) by
which (i) the value of all benefit liabilities under such Plan, determined on a plan
termination basis using the assumptions prescribed by the PBGC for purposes of Section
4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such
liabilities under Title IV of


13










ERISA (excluding any accrued but unpaid contributions), all
determined as of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA. 



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



        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 generally accepted accounting principles as in effect from
time to time, applied on a basis consistent (except for changes agreed to by the
Borrower’s independent public accountants) with the most recent audited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered to the
Lenders; provided that, if the Borrower notifies the Agent that the Borrower wishes
to amend any covenant in Article 5 to eliminate the effect of any change in
generally accepted accounting principles on the operation of such covenant (or if the
Agent notifies the Borrower that the Required Lenders wish to amend Article 5 for
such purpose), then the Borrower’s compliance with such covenant shall be determined
on the basis of generally accepted accounting principles in effect immediately before the
relevant change in generally accepted accounting principles became effective, until either
such notice is withdrawn or such covenant is amended in a manner satisfactory to the
Borrower and the Required Lenders. 



        Section
1.03.      Types of Advances. The term “Advance” denotes the
aggregation of Loans of one or more Lenders made or to be made to the Borrower pursuant to
Article 2 on a single date  and for a single initial
Interest Period. Advances are classified for purposes of this Agreement either by
reference to the pricing of Loans comprising such Advance (e.g., a
“Fixed Rate Advance” is a Eurocurrency Ratable Advance, a Eurocurrency
Bid Rate Advance or an Absolute Rate Advance or by reference to the provisions of
Article 2 under which participation therein is determined (i.e., a
“Ratable Advance” is an Advance under Section 2.02 in which all
Lenders participate in proportion to their Commitments, while a “Competitive Bid
Advance” is an Advance under Section 2.05 in which the Lenders
participants are determined on the basis of their bids in accordance therewith. 




ARTICLE 2 




THE CREDITS 


        Section 2.01.     The Facility.



                  2.01.1     
Description of Facility. The Lenders hereby establish in favor of the Borrower a
revolving credit facility pursuant to which, and upon the terms and subject to the
conditions herein set forth: 




                  (a)       
          each Lender severally agrees to make Ratable Loans to the Borrower in accordance
          with Section 2.02; 


14









                  (b)       
          each Lender severally agrees to participate in Facility LCs issued upon the
          request of the Borrower, and each LC Issuer severally agrees to issue Facility
          LCs hereunder in accordance with Section 2.19; 




                  (c)       
          each Swing Line Lender severally agrees to make Swing Line Loans to the Borrower
          in accordance with Section 2.04; and 




                  (d)       
          each Lender may, in its sole discretion, make bids to make Competitive Bid Loans
          to the Borrower in accordance with Section 2.05. 



                  2.01.2     
Amount of Facility; Increase of Aggregate Commitment. The Borrower may, at its
option, on one or more occasions, at any time on or prior to the Facility Termination
Date, seek to increase the Aggregate Commitment  as set forth in this Section 2.01.2.  The Borrower may request increases in the Aggregate Commitment by up to an
aggregate amount which, when added to the amount of any increases in the Aggregate Commitment (as defined in the
Short-Term Credit Agreement) requested by the Borrower pursuant to Section 2.01.2 of the Short-Term Credit
Agreement, is no greater than $250,000,000 upon at least three (3) Business Days' prior notice to the Agent,
which notice shall specify the amount of any such increase (which shall be in an amount not less than
$50,000,000) and shall be delivered at a time when no Default or Event of Default has occurred and is continuing.
The Borrower may, after giving such notice, offer all or any
portion of the increase in the Aggregate Commitment on either a ratable basis to the
Lenders or a non pro-rata basis to one or more Lenders and/or to other banks or entities
reasonably acceptable to the Agent (any Person that accepts such offer, whether or not a
Lender at such time, an “Increasing Lender”, and any Increasing Lender
that is not a Lender at the time of such acceptance, a “New Lender”). Any
Lender may, in its sole discretion, accept or reject any offer from the Borrower to
increase its Commitment. No increase in the Aggregate Commitment shall become effective
until each Increasing Lender shall have delivered to the Agent a document in form
reasonably satisfactory to the Agent pursuant to which such Increasing Lender shall state
the amount of its Commitment and each New Lender shall assume and accept the obligations
and rights of a Lender hereunder, and the Borrower shall have accepted such incremental
Commitments. Each Increasing Lender shall accept an assignment from the existing Lenders,
and each existing Lender shall make a ratable assignment to each Increasing Lender of an
interest in each then outstanding Ratable Advance and a participation in each outstanding
Swing Line Loan and Facility LC such that, after giving effect thereto, all Ratable
Advances and participations in all Facility LCs and Swing Line Loans are held ratably by
the Lenders (including the Increasing Lenders) in proportion to their respective
Commitments. Assignments pursuant to the preceding sentence shall be automatic after
giving effect to each increase in the Aggregate Commitment and shall be made in exchange
for the principal amount assigned plus accrued and unpaid interest and Facility Fees and
LC Fees. The Borrower shall make any payments under Section 2.22 resulting
from such assignments. 



                  2.01.3     
Availability of Facility. Subject to the terms of this Agreement, the facility is
available from the date hereof to the Facility Termination Date, and the Borrower may
borrow and reborrow at any time prior to the Facility Termination Date and may repay at
any time on or prior to the Facility Termination Date. The Commitments to extend credit
hereunder shall expire on the Facility Termination Date. 


15











                  2.01.4     
Repayment of Facility. All outstanding Loans and all other accrued and unpaid
Obligations shall be paid in full on the Facility Termination Date. 



        Section 2.02.     Ratable Advances.



                  2.02.1     
Ratable Advances. Each Lender severally agrees, on the terms and conditions set
forth in this Agreement, to make loans to the Borrower in Agreed Currencies from time to
time from and including the date of this Agreement and prior to the Facility Termination
Date in Dollar Amounts not to exceed in the aggregate at any one time outstanding its Pro
Rata Share of the Available Aggregate Commitment existing at such time; provided,
that all Base Rate Loans shall be made in Dollars. Each Ratable Advance hereunder shall
consist of Loans made by the several Lenders ratably in proportion to the ratio that their
respective Commitments bear to the Aggregate Commitment. 



                  2.02.2     
Types of Advances. The Ratable Advances may be Base Rate Advances or Eurocurrency
Advances, or a combination thereof, selected by the Borrower in accordance with
Sections 2.02.3 and 2.02.4. 





                  2.02.3     
Method of Selecting Types and Interest Periods for New Advances. The Borrower shall
select the Type of Ratable Advance and, in the case of each Eurocurrency Advance, the
Interest Period applicable thereto from time to time. The Borrower
shall give the Agent irrevocable notice (a “Ratable Borrowing Notice”)
not later than 10:00 a.m. (Chicago time) on (x) the Borrowing Date of each Base Rate
Advance which is a Ratable Advance, and (y) the third Business Day before the
Borrowing Date for each Eurocurrency Advance, specifying: 




                  (a)       
          the Borrowing Date of such Ratable Advance, which shall be a Business Day, 




                  (b)       
          the aggregate amount of such Ratable Advance, 




                  (c)       
          the Type of such Ratable Advance, and 




                  (d)       
          in the case of each Eurocurrency Advance, the Interest Period and Agreed
          Currency applicable thereto. 



        On
each Borrowing Date, each Lender shall make available its Ratable Loan or Ratable Loans
(i) if such Ratable Loan is denominated in Dollars, not later than 11:00 a.m.
(Chicago time) in funds immediately available to the Agent at its address specified
pursuant to Section 9.01 and (ii) if such Ratable Loan is denominated in
an Agreed Currency other than Dollars, no later than 11:00 a.m., local time, in the city
of the Agent’s Eurocurrency Payment Office for such currency, in such funds as may
then be customary for the settlement of international transactions in such currency in the
city of and at the address of the Agent’s Eurocurrency Payment Office for such
currency. Unless the Agent determines that any applicable condition specified in
Article 3 has not been satisfied, the Agent will make the funds so received
from the Lenders available to the Borrower at the Agent’s aforesaid address. 


16









                  2.02.4     
Conversion and Continuation of Outstanding Advances. Base Rate Advances shall
continue as Base Rate Advances unless and until such Base Rate Advances are converted into
Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid
in accordance with Section 2.08. Each Eurocurrency Ratable Advance shall continue
as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency
Interest Period therefor, at which time: 



                  (a)       
          each such Eurocurrency Ratable Advance denominated in Dollars shall be
          automatically converted into a Base Rate Advance unless (x) such Eurocurrency
          Ratable Advance is or was prepaid in accordance with Section 2.08 or (y)
          the Borrower shall have given the Agent a Conversion/Continuation Notice (as
          defined below) requesting that, at the end of such Eurocurrency Interest Period,
          such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for
          the same or another Eurocurrency Interest Period; and 



                  (b)       
          each such Eurocurrency Ratable Advance denominated in an Agreed Currency other
          than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed
          Currency with a Eurocurrency Interest Period of one month unless (x) such
          Eurocurrency Ratable Advance is or was prepaid in accordance with Section
          2.08 or (y) the Borrower shall have given the Agent a
          Conversion/Continuation Notice (as defined below) requesting that, at the end of
          such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as
          a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest
          Period. 



Subject to the terms of Section
2.07, the Borrower may elect from time to time to convert all or any part of a Ratable
Advance of any Type into any other Type or Types of Advances denominated in the same or
any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable
Advance made on any day other than the last day of the Eurocurrency Interest Period
applicable thereto shall be subject to Section 2.22. The Borrower shall give the
Agent irrevocable notice (a “Conversion/Continuation Notice”) of each
conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable
Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of
a conversion into a Base Rate Advance or three Business Days, in the case of a conversion
into or continuation of a Eurocurrency Ratable Advance, prior to the date of the requested
conversion or continuation, specifying: 



     	 	(i) 	       
          the requested date, which shall be a Business Day, of such conversion or
          continuation, 


          



     	 	(ii) 	       
          the aggregate amount and Type of the Ratable Advance which is to be converted
          or continued, and 


          



     	 	(iii) 	       
          the Agreed Currency of any Ratable Advance which is to be converted into or
          continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period
          applicable thereto. 


          



A Conversion/Continuation Notice may,
if it so specifies, apply to only a portion of the aggregate principal amount of the
relevant Advances; provided that (A) such portion is allocated ratably among the
Loans comprising such Advance and (B) the portion to which such


17











Conversion/Continuation
Notice applies, and the remaining portion to which it does not apply, are each at least
$10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate
Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case
unless such portion is comprised of Base Rate Loans. 



        Section 2.03.     
Determination of Dollar Amounts; Required Payments.  The Agent will determine the Dollar Amount of:




                  (a)       
          each Credit Exposure denominated in an Agreed Currency other than Dollars as of
          the date three Business Days prior to (i) in the case of an Advance, the
          Borrowing Date or, if applicable, date of conversion/continuation of such
          Advance or (ii)  in the case of a Facility LC, the date of issuance
          thereof, and 




                  (b)       
          all Outstanding Credit Exposures on and as of the last Business Day of each
          quarter and on any other Business Day elected by the Agent in its discretion or
          upon instruction by the Required Lenders. 



Each day upon or as of which the
Agent determines Dollar Amounts as described in the preceding clauses (a) and (b) is
herein described as a “Computation Date” with respect to each Credit
Extension for which a Dollar Amount is determined on or as of such day. If at any time the
Dollar Amount of the Aggregate Outstanding Credit Exposure (calculated, with respect to
those Credit Extensions denominated in Agreed Currencies other than Dollars, as of the
most recent Computation Date with respect to each such Credit Extension) exceeds 105% of
the Aggregate Commitment, the Borrower shall immediately repay Ratable Advances in an
aggregate principal amount sufficient to eliminate any such excess. 



        Section 2.04.     Swing Line Loans.



                  2.04.1.       
          Amount of Swing Line Loans. Each Swing Line Lender agrees, on the terms
          and conditions set forth in this Agreement, to make Swing Line Loans in Dollars
          to the Borrower from time to time from and including the date of this Agreement
          and prior to the Facility Termination Date in an aggregate principal amount not
          to exceed its Pro Rata Share of the Swing Line Commitment, provided, that
          the outstanding principal amount of all Swing Line Loans shall not at any time
          exceed the Swing Line Commitment. Subject to the terms of this Agreement, the
          Borrower may borrow and reborrow Swing Line Loans at any time prior to the
          Facility Termination Date and may repay Swing Line Loans at any time on or prior
          to the Facility Termination Date. 




                  2.04.2.       
          Borrowing Notice. The Borrower shall deliver to the Agent and the Swing
          Line Lenders irrevocable notice (a “Swing Line Borrowing
          Notice”) not later than 2:00 p.m. (Chicago time) on the Borrowing Date
          of each Swing Line Loan, specifying (a) the applicable Borrowing Date (which
          date shall be a Business Day), and (b) the aggregate amount of the requested
          Swing Line Loans which shall be an amount not less than $100,000. The Swing Line
          Loans shall bear interest at the Alternate Base Rate. 



                  2.04.3.       
          Making of Swing Line Loans. Promptly after receipt of a Swing Line
          Borrowing Notice, the Agent shall notify each Lender by fax, or other similar
          form of transmission, of the requested Swing Line Loans. Not later than 3:00
          p.m. (Chicago time) on the


18











applicable Borrowing Date, each Swing Line Lender
          shall make available its Swing Line Loan, in funds immediately available in
          Chicago, to the Agent at its address specified pursuant to
          Section 9.01. The Agent will promptly make the funds so received
          from the Swing Line Lenders available to the Borrower on the Borrowing Date at
          the Agent’s aforesaid address. 



                  2.04.4.       
          Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in full
          by the Borrower on or before the fifth (5th) Business Day after the Borrowing
          Date for such Swing Line Loan. If not sooner paid by the Borrower, each Swing
          Line Lender (a) may at any time in its sole discretion with respect to any
          outstanding Swing Line Loan made by such Swing Line Lender, or (b) shall on the
          fifth (5th) Business Day after the Borrowing Date of any Swing Line Loan made by
          such Swing Line Lender, require each Lender (including the Swing Line Lenders)
          to make a Ratable Loan in the amount of such Lender’s Pro Rata Share of
          such Swing Line Loan (including, without limitation, any interest accrued and
          unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later
          than noon (Chicago time) on the date of any notice received pursuant to this
          Section 2.04.4 prior to 10:00 a.m. (Chicago time) on such day (or not
          later than noon (Chicago time) on the next Business Day in the case of any such
          notice received after 10:00 a.m. (Chicago time)), each Lender shall make
          available its required Ratable Loan, in funds immediately available to the Agent
          at its address specified pursuant to Section 9.01. Ratable Loans
          made pursuant to this Section 2.04.4 shall initially be Base Rate Loans
          and thereafter may be continued as Base Rate Loans or converted into
          Eurodollar Loans in the manner provided in Section 2.02.4 and subject
          to the other conditions and limitations set forth in this Article 2.
          Unless a Lender shall have notified the applicable Swing Line Lender, prior to
          the making any Swing Line Loan by such Swing Line Lender, that any applicable
          condition precedent set forth in Sections 3.01 or 3.02 had not
          then been satisfied, each Lender’s obligation to make Ratable Loans
          pursuant to this Section 2.04.4 to repay Swing Line Loans shall be
          unconditional, continuing, irrevocable and absolute and shall not be affected by
          any circumstances, including, without limitation, (i) any set-off, counterclaim,
          recoupment, defense or other right which such Lender may have against the Agent,
          any Swing Line Lender or any other Person, (ii) the occurrence or continuance of
          a Default or Event of Default, (iii) any adverse change in the condition (financial or otherwise) of
          the Borrower, or (iv) any other circumstances, happening or event whatsoever. In
          the event that any Lender fails to make payment to the Agent of any amount due
          under this Section 2.04.4, the Agent shall be entitled to receive,
          retain and apply against such obligation the principal and interest otherwise
          payable to such Lender hereunder until the Agent receives such payment from such
          Lender or such obligation is otherwise fully satisfied. In addition to the
          foregoing, if for any reason any Lender fails to make payment to the Agent of
          any amount due under this Section 2.04.4, such Lender shall be
          deemed, at the option of the Agent, to have unconditionally and irrevocably
          purchased from the Swing Line Lenders, without recourse or warranty, an
          undivided interest and participation in the applicable Swing Line Loan in the
          amount of such Ratable Loan, and such interest and participation may be
          recovered from such Lender together with interest thereon at the Federal Funds
          Effective Rate for each day during the period commencing on the date of demand
          and ending on the date such amount is received. 



        Section 2.05.     Competitive Bid Advances.



                  2.05.1.       
          Competitive Bid Option. In addition to Ratable Advances pursuant to
          Section 2.02 and Swing Line Loans pursuant to Section 2.04, but
          subject to the terms and conditions 


19











of this Agreement, the Borrower may, as set
          forth in this Section 2.05, request the Lenders, prior to the Facility
          Termination Date, to make offers to make Competitive Bid Advances to the
          Borrower. Each Lender may, but shall have no obligation to, make such offers and
          the Borrower may, but shall have no obligation to, accept any such offers in the
          manner set forth in this Section 2.05. Each Competitive Bid Advance shall
          be repaid by the Borrower on the last day of the Interest Period applicable
          thereto. 



                  2.05.2.       
          Competitive Bid Quote Request. When the Borrower wishes to request offers
          to make Competitive Bid Loans under this Section 2.05, it shall transmit
          to the Agent by telecopy a Competitive Bid Quote Request so as to be received no
          later than (a) 10:00 a.m. (Chicago time) at least five Business Days prior to
          the Borrowing Date proposed therein, in the case of a Eurocurrency Auction, or
          (b) 9:00 a.m. (Chicago time) at least one Business Day prior to the Borrowing
          Date proposed therein, in the case of an Absolute Rate Auction (or, in either
          case, such other time or date as the Borrower and the Agent shall have mutually
          agreed and shall have notified to the Lenders not later than the date of the
          Competitive Bid Quote Request for the first Eurocurrency Auction or Absolute
          Rate Auction for which such change is to be effective), specifying: 





     	 	(i) 	       
         the proposed Borrowing Date, which shall be a Business Day, for such Competitive
          Bid Advance, 


          



     	 	(ii) 	       

           the aggregate principal amount of such Competitive Bid Advance, which shall be
          $10,000,000 or a larger multiple of $5,000,000, 


          



     	 	(iii) 	       

           whether the Competitive Bid Quotes requested are to set forth a Competitive Bid
          Margin or an Absolute Rate, or both, and 


          



     	 	(iv) 	       

           the Interest Period applicable thereto. 


          



The Borrower may request offers to
make Competitive Bid Loans for more than one Interest Period and for a Eurocurrency
Auction and an Absolute Rate Auction in a single Competitive Bid Quote Request. No
Competitive Bid Quote Request shall be given within five (5) Business Days (or such other
number of days as the Borrower and the Agent may agree) of any other Competitive Bid Quote
Request. A Competitive Bid Quote Request that does not conform substantially to the format
of Exhibit F hereto may be rejected, and the Agent shall promptly notify the
Borrower of such rejection by facsimile. 



                  2.05.3.       
          Invitation for Competitive Bid Quotes. Promptly and in any event before
          the close of business on the same Business Day of receipt of a Competitive Bid
          Quote Request that is not rejected pursuant to Section 2.05.2, the Agent
          shall send to each of the Lenders by telecopy an Invitation for Competitive Bid
          Quotes substantially in the form of Exhibit G hereto, which shall
          constitute an invitation by the Borrower to each Lender to submit Competitive
          Bid Quotes offering to make the Competitive Bid Loans to which such Competitive
          Bid Quote Request relates in accordance with this Section 2.05. 



                  2.05.4.       
          Submission and Contents of Competitive Bid Quotes. (a) Each Lender may,
          in its sole discretion, submit a Competitive Bid Quote containing an offer or
          offers to make 


20











Competitive Bid Loans in response to any Invitation for
          Competitive Bid Quotes. Each Competitive Bid Quote must comply with the
          requirements of this Section 2.05.4 and must be submitted to the Agent by
          telecopy at its offices specified in or pursuant to Section 9.01 not
          later than (i) 9:00 a.m. (Chicago time) at least three Business Days prior to
          the proposed Borrowing Date, in the case of a Eurocurrency Auction or (ii) 9:00
          a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute
          Rate Auction (or, in either case upon reasonable prior notice to the Lenders,
          such other time and date as the Borrower and the Agent may agree);
          provided that Competitive Bid Quotes submitted by Bank One may only be
          submitted if the Agent or Bank One notifies the Borrower of the terms of the offer
          or offers contained therein not later than 15 minutes prior to the latest time
          at which the relevant Competitive Bid Quotes must be submitted by the other
          Lenders. Subject to Article 3 and Section 6.03, any Competitive
          Bid Quote so made shall be irrevocable except with the written consent of the
          Agent given on the instructions of the Borrower. 




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



     	 	(i) 	       
                    the proposed Borrowing Date, which shall be the same as that set forth in the
          applicable Invitation for Competitive Bid Quotes; 


          




     	 	(ii) 	       
         the principal amount of the Competitive Bid Loan for which each such offer is
          being made, which principal amount (1) may be greater than, less than or equal
          to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an
          integral multiple of $1,000,000, (3) may not exceed the principal amount of
          Competitive Bid Loans for which offers were requested, and (4) may be subject to
          a maximum limitation as to the principal amount of Competitive Bid Loans for
          which offers being made by such quoting Lender may be accepted; 


          



     	 	(iii) 	       
         in the case of a Eurocurrency Auction, the Competitive Bid Margin offered for
          each such Competitive Bid Loan; 


          



     	 	(iv) 	       
         in the case of an Absolute Rate Auction, the Absolute Rate offered for each
          such Competitive Bid Loan; and 


          



     	 	(v) 	       
         the identity of the quoting Lender. 


          



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



                  (c)       
          The Agent shall reject any Competitive Bid Quote that: 



     	 	(i) 	       
         is not substantially in the form of Exhibit H hereto or does not specify
          all of the information required by Section 2.05.4(b), 


          



     	 	(ii) 	       
         contains qualifying, conditional or similar language, other than any such
          language contained in Exhibit H hereto,


          


21











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


          


     	 	(iv) 	       
       arrives after the time set forth in Section 2.05.4(a). 


          




If any Competitive Bid Quote shall be
rejected pursuant to this Section 2.05.4(c), then the Agent shall notify the
relevant Lender of such rejection as soon as practical. 



                  2.05.5.       
          Notice to Borrower. The Agent shall promptly notify the Borrower of the
          terms (a) of any Competitive Bid Quote submitted by a Lender that is in
          accordance with Section 2.05.4 and (b) of any Competitive Bid Quote
          that amends, modifies or is otherwise inconsistent with a previous Competitive
          Bid Quote submitted by such Lender with respect to the same Competitive Bid
          Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by
          the Agent unless such subsequent Competitive Bid Quote specifically states that
          it is submitted solely to correct a manifest error in such former Competitive
          Bid Quote. The Agent’s notice to the Borrower shall specify 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
          and the respective principal amounts and Eurocurrency Bid Rates or Absolute
          Rates, as the case may be, so offered. 





                  2.05.6.       
          Acceptance and Notice by Borrower. Not later than (a) 10:00 a.m. (Chicago
          time) at least three Business Days prior to the proposed Borrowing Date, in the
          case of a Eurocurrency Auction or (b) 10:00 a.m. (Chicago time) on the proposed
          Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon
          reasonable prior notice to the Lenders, such other time and date as the Borrower
          and the Agent may agree), the Borrower shall notify the Agent of its acceptance
          or rejection of the offers so notified to it pursuant to Section 2.05.5;
          provided, however, that the failure by the Borrower to give such
          notice to the Agent shall be deemed to be a rejection of all such offers. In the
          case of acceptance, such notice (a “Competitive Bid Borrowing
          Notice”) shall specify the aggregate principal amount of offers for
          each Interest Period that are accepted. The Borrower may accept any Competitive
          Bid Quote in whole or in part; provided that: 



     	 	(i) 	       
          the aggregate principal amount of each Competitive Bid Advance may not exceed
          the applicable amount set forth in the related Competitive Bid Quote Request, 


          



     	 	(ii) 	       

           acceptance of offers may only be made on the basis of ascending Eurocurrency
          Bid Rates or Absolute Rates, as the case may be, and 


          



     	 	(iii) 	       

           the Borrower may not accept any offer that is described in
          Section 2.05.4(c) or that otherwise fails to comply with the
          requirements of this Agreement. 


          



                  2.05.7.       
          Allocation by Agent. If offers are made by two or more Lenders with the
          same Eurocurrency Bid Rates or Absolute Rates, as the case may be, for a greater
          aggregate principal amount than the amount in respect of which offers are
          accepted for the related Interest Period, the principal amount of Competitive
          Bid Loans in respect of which such offers are accepted


22











shall be allocated by the
          Agent among such Lenders as nearly as possible (in such multiples, not greater
          than $1,000,000, as the Agent may deem appropriate) in proportion to the
          aggregate principal amount of such offers. Allocations by the Agent of the
          amounts of Competitive Bid Loans shall be conclusive in the absence of manifest
          error. The Agent shall promptly, but in any event on the same Business Day,
          notify each Lender of its receipt of a Competitive Bid Borrowing Notice and the
          aggregate principal amount of such Competitive Bid Advance allocated to each
          participating Lender. 



        Section
2.06.      Facility Fee; Reductions in Aggregate Commitment. The Borrower agrees to pay to each
Lender directly a facility fee (the “Facility Fee”) at a per annum rate equal to
the Applicable Facility Fee Rate on such Lender’s Commitment (whether used or unused)
from the Effective Date to and including the Facility Termination Date, payable on each
Payment Date hereafter and on the Facility Termination Date and, if the proviso at the end
of this sentence applies, on the date on which the Aggregate Outstanding Credit Exposure
is reduced to zero; provided, that if any Lender continues to have Outstanding Credit
Exposure hereunder after the termination of its Commitment, then such Facility Fee shall
continue to accrue on the Aggregate Outstanding Credit Exposure until such
Outstanding Credit Exposure is reduced to zero. The Borrower may permanently reduce the
Aggregate Commitment in whole, or in part ratably among the Lenders, in the amount of
$25,000,000 or a multiple of $5,000,000 in excess thereof, upon at least three Business
Days’ written notice to the Agent, which notice shall specify the amount of any such
reduction; provided, however, that the amount of the Aggregate Commitment may not be
reduced below the aggregate principal Dollar Amount of the Aggregate Outstanding Credit Exposure. 



        Section
2.07.      Minimum Amount of Each Advance. Each Advance shall be in the amount of
$10,000,000 or a multiple of $1,000,000 in excess thereof (or the Approximate Equivalent
Amounts if denominated in an Agreed Currency other than Dollars), provided, that
(a) an Advance to repay Swing Line Loans may be in the amount of such Swing Line
Loans and (b) any Base Rate Advance may be in the amount of the unused Aggregate
Available Commitment. Each Competitive Bid Advance shall be in the amount of $5,000,000 or
a multiple of $1,000,000 in excess thereof. 



        Section
2.08.      Optional Principal Payments. The Borrower may from time to time prepay,
without penalty or premium, all outstanding Base Rate Advances or, in a minimum aggregate
amount of $10,000,000 or any integral multiple of $1,000,000 in excess thereof, any
portion of the outstanding Base Rate Advances (in each case including any Competitive Bid
Loans bearing interest at the Alternate Base Rate pursuant to the last sentence of
Section 8.01) upon notice to the Agent not later than 10:00 a.m. (Chicago time) on
the date of such prepayment. The Borrower may at any time prepay, without penalty or
premium, all outstanding Swing Line Loans, or, in a minimum amount of $100,000 and
increments of $50,000 in excess thereof, any portion of the outstanding Swing Line Loans,
with notice to the Agent and the Swing Line Lender by 11:00 a.m. (Chicago time) on the
date of prepayment. The Borrower may from time to time prepay, subject to the payment of
any funding indemnification amounts required by Section 2.22 but without penalty or
premium, all outstanding Eurocurrency Ratable Advances, or, in a minimum aggregate amount
of $10,000,000 or any integral multiple of $1,000,000 in excess thereof (or the
Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars),
any portion of the outstanding Eurocurrency Ratable


23











Advances upon three Business
Days’ prior notice to the Agent. Except as provided in the first sentence of this
Section 2.08, Competitive Bid Loans may not be paid prior to the last day of the
applicable Interest Period. Each such optional prepayment shall be applied to prepay
ratably the Loans of the several Lenders included in such Advance. 



        Section
2.09.      Changes in Interest Rate, etc. Each Base Rate Advance shall bear interest on
the outstanding principal amount thereof, for each day from and including the date such
Advance is made or is automatically converted from a Eurocurrency Ratable Advance into a
Base Rate Advance pursuant to Section 2.02.4, to but excluding the date it is paid
or is converted into a Eurocurrency Ratable Advance pursuant to Section 2.02.4
hereof, at a rate per annum equal to the Alternate Base Rate for such day. Changes in the
rate of interest on that portion of any Advance maintained as a Base Rate Advance will
take effect simultaneously with each change in the Alternate Base Rate. Each Eurocurrency
Ratable 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
Eurocurrency Rate for such day. Each Eurocurrency Bid 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 Eurocurrency Bid Rate quoted by the Lender making such Loan in
accordance with Section 2.05. Each 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 Absolute Rate quoted by the Lender making such Loan in
accordance with Section 2.05. 



        Section
2.10.      Rates Applicable After Default. Notwithstanding anything to the contrary
contained in Section 2.02.3 or 2.02.4, the Required Lenders may, at their
option, by notice to the Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 9.05 requiring
unanimous consent of the Lenders to changes in interest rates), during the continuance of
an Event of Default declare that no Ratable Advance may be made as, converted into or
continued as a Eurocurrency Ratable Advance. The Required Lenders may, at their option, by
notice to the Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 9.05 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (a) overdue principal of and interest
on each Fixed Rate Advance shall bear interest for the remainder of the applicable
Interest Period at the rate otherwise applicable to such Interest Period plus 1% per annum
and (b) overdue principal of and interest on each Base Rate Advance, each Swing Line
Loan and each Reimbursement Obligation shall bear interest at a rate per annum equal to
the Alternate Base Rate in effect from time to time plus 1% per annum. 



        Section
2.11.      Method of Payment. (a) Except for Loans that have been converted into Loans
of another Agreed Currency as provided in the definition of “Eligible Currency,”
each Advance shall be repaid and each payment of interest thereon shall be paid in the
currency in which such Advance was made, and any such amount in respect of a Loan that has
been converted as described above shall be paid in the currency into which such Loan has
been converted. All payments to be made by the Borrower hereunder in Dollars shall be
made, without setoff, deduction, or counterclaim, in immediately available funds to the
Agent at the Agent’s address specified pursuant to Section 9.01 or at any
other Domestic Lending Office of the Agent specified in writing by the Agent to the
Borrower, by 11:00 a.m. (Chicago time) on the date when due. All payments to be made by
the Borrower hereunder in any currency other than 


24











Dollars shall be made in such currency
on the date due in such funds as may then be customary for the settlement of international
transactions in such currency for the account of the Agent, at its Eurocurrency Payment
Office for such currency. All payments of Obligations hereunder shall (except (x)
repayments of Swing Line Loans and Competitive Bid Loans, (y) Reimbursement
Obligations for which the LC Issuers have not been fully indemnified by the Lenders or (z)
as otherwise specifically required hereunder) be applied ratably by the Agent among the
Lenders. Each payment delivered to the Agent for the account of any Lender shall be
delivered promptly by the Agent to such Lender in the same type of funds that the Agent
received at (i) with respect to Base Rate Loans and Eurocurrency Loans denominated in
Dollars, its address specified pursuant to Section 9.01 and (b) with respect
to Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the funds
received from the Borrower at the address of the Agent’s Eurocurrency Payment Office
for such currency. Whenever any payment of principal of, or interest on, Base Rate Loans
or Absolute Rate Loans or of fees shall be due on a day which is not a Business Day, the
date for payment thereof shall be extended to the next succeeding Business Day. Whenever
any payment of principal of, or interest on, Eurocurrency Loans shall be due on a day
which is not a Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar month, in which
case the date for payment thereof shall be the next preceding 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. Each reference to the Agent in this
Section 2.11 shall also be deemed to refer, and shall apply equally, to the LC
Issuers, in the case of payments required to be made by the Borrower directly to the LC
Issuers pursuant to Section 2.19.6. 



                  (b)       
          Notwithstanding the foregoing provisions of this Section, if, after the making
          of any Loan in any currency other than Dollars, currency control or exchange
          regulations are imposed in the country which issues such currency with the
          result that the type of currency in which the Loan was made (the
          “Original Currency”) no longer exists or the Borrower is not
          able to make payment to the Agent for the account of the Lenders in such
          Original Currency, then all payments to be made by the Borrower hereunder in
          such currency shall instead be made when due in Dollars in an amount equal to
          the Dollar Amount (as of the date of repayment) of such payment due, it being
          the intention of the parties hereto that the Borrower take all risks of the
          imposition of any such currency control or exchange regulations. 



        Section 2.12.     
Advances  to be  Made  in  Euros.  If any  Advance  made  (or to be  made)  would,  but  for  the
provisions  of this Section  2.12, be capable of being made in either the Euro or a National  Currency  Unit,  such
Advance shall be made in the Euro.



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



                  (b)       
          The Agent shall also maintain accounts in which it will record (i) the amount of
          each Loan made hereunder, the Borrowing Date, the Agreed Currency and the Type
          thereof and any Interest Period with respect thereto, (ii) the amount of any
          principal or interest due and payable or to become due and payable from the
          Borrower to each Lender hereunder, (iii)


25











the original stated amount of each
          Facility LC and the amount of LC Obligations outstanding at any time,
          (iv) the amount of any sum received by the Agent hereunder from the
          Borrower and each Lender’s share thereof and (v) the amount of any
          increase  in the Aggregate Commitment pursuant to
          Section 2.01.2. 



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



                  (d)       
          Any Lender may request that its Ratable Loans, Competitive Bid Loans or Swing
          Line Loans be evidenced by Ratable Notes, Competitive Bid Notes or Swing Line
          Notes, respectively. In such event, the Borrower shall prepare, execute and
          deliver to such Lender such Note or Notes payable to the order of such Lender.
          Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall
          at all times (prior to any assignment pursuant to Section 9.06(c))
          be represented by one or more Notes payable to the order of the payee named
          therein or any Assignee pursuant to Section 9.06(c), except to the
          extent that any such Lender or Assignee subsequently returns any such Note for
          cancellation and requests that such Loans once again be evidenced as described
          in paragraphs (a) and (b) above. Each reference in this Agreement to the
          “Note” of such Lender shall be deemed to refer to and include any or
          all of such Notes, as the context may require. 



        Section
2.14.      Telephonic Notices. The Borrower hereby authorizes the Lenders and the Agent
to extend, convert or continue Advances, effect selections of Agreed Currencies and Types
of Advances, submit Competitive Bid Quotes and to transfer funds based on telephonic
notices made by any person or persons the Agent or any Lender in good faith believes to be
acting on behalf of the Borrower, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices, Conversion/Continuation Notices and
Competitive Bid Quote Requests to be given telephonically. The Borrower agrees to deliver
promptly to the Agent a written confirmation signed by an Authorized Officer, if such
confirmation is requested by the Agent or any Lender, of each telephonic notice. If the
written confirmation differs in any material respect from the action taken by the Agent
and the Lenders, the records of the Agent and the Lenders shall govern absent manifest
error. 



        Section
2.15.      Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Base
Rate Advance shall be payable in arrears on each Payment Date, commencing with the first
such date to occur after the date hereof, and at maturity. Interest accrued on each Fixed
Rate Advance shall be payable on the last day of its applicable Interest Period, on any
date on which the Fixed Rate Advance is prepaid, whether by acceleration or otherwise, and
at maturity. Interest accrued on each Fixed Rate Advance having an Interest Period longer
than three months shall also be payable on the last day of each three-month interval
during such Interest Period. Interest accrued on each Base Rate Advance or any Fixed Rate
Advance that is bearing interest at the Alternate Base Rate pursuant to Article 8
shall be calculated for actual days elapsed on the basis of a 365-day or 366-day year, as
the case may be. Interest on all Advances other than Base Rate Advances and
fees (including, without limitation, Facility Fees and LC Fees) shall be


26











calculated
for actual days elapsed on the basis of a 360-day year, except for interest on
Eurocurrency Ratable Advances denominated in British Pounds Sterling which shall be
calculated for actual days elapsed on the basis of a 365-day year. Interest shall be
payable for the day an Advance is made but not for the day of any payment on the amount
paid if payment is received at the place of payment prior to noon (local time) or at such
other time as shall be specified for such payment under this Agreement. 



        Section
2.16.      Notification of Advances, Interest Rates, Prepayments and Commitment
Reductions. Promptly after receipt thereof, the Agent will notify each Lender of the
contents of each Aggregate Commitment reduction notice, Ratable Borrowing Notice, Swing
Line Borrowing Notice, Competitive Bid Borrowing Notice, Conversion/Continuation Notice,
and repayment notice received by it hereunder. Promptly after notice from an LC Issuer,
the Agent will notify each applicable Lender of the contents of each request for issuance
of a Facility LC hereunder. The Agent will notify each Lender of the interest rate
applicable to each Fixed Rate Advance promptly upon determination of such interest rate
and will give each Lender prompt notice of each change in the Alternate Base Rate. 



        Section
2.17.      Regulation D Compensation. If and so long as a reserve requirement of the
type described in the definition of “Reserve Requirement” is prescribed by the
Board of Governors of the Federal Reserve System (or any successor), each Lender subject
to such requirement may require the Borrower to pay, contemporaneously with each payment
of interest on each of such Lender’s Eurocurrency Loans, additional interest on such
Eurocurrency Loan at a rate per annum determined by such Lender that reflects the cost to
such Lender of such reserve requirement in respect of such Eurocurrency Loan but does not
exceed the excess of (a)(i) the applicable Eurocurrency Reference Rate divided by (ii) one
minus the Reserve Requirement over (b) the applicable Eurocurrency Reference Rate.
Any Lender wishing to require payment of such additional interest (x) shall so notify the
Borrower and the Agent, in which case such additional interest on the Eurocurrency Loans
of such Lender shall be payable to such Lender at the place indicated in such notice with
respect to each Interest Period commencing at least three Business Days after such Lender
gives such notice and (y) shall notify the Borrower at least five Business Days before
each date on which interest is payable on the Eurocurrency Loans of the amount then due it
under this Section. 



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



27













Funds Effective Rate and the interest rate applicable to the relevant Loan. Nothing in
this Section 2.18 shall be deemed to relieve any Lender from any of its obligations
hereunder or to prejudice any rights which the Borrower may have against any Lender as a
result of any default by such Lender hereunder. 



        Section 2.19.     Facility LCs.



                  2.19.1.       
          Issuance. Each LC Issuer hereby agrees, on the terms and conditions set
          forth in this Agreement, to issue standby and commercial letters of credit
          denominated in any Agreed Currency (each, a “Facility LC”) and
          to renew, extend, increase, decrease or otherwise modify any Facility LC issued
          by it (“Modify,” and each such action a
          “Modification”), from time to time (including on the Effective
          Date) prior to the Facility Termination Date, upon the request of the Borrower;
          provided that immediately after each such Facility LC is issued or
          Modified, (a) the aggregate amount of the outstanding LC Obligations shall
          not exceed $300,000,000 and (b) the Aggregate Outstanding Credit Exposure shall
          not exceed the Aggregate Commitment. No Facility LC shall have an expiry date
          later than the earlier of (x) the fifth Business Day prior to the Facility
          Termination Date and (y) one year after its issuance; provided that any
          Facility LC may contain an “evergreen” provision providing for
          automatic renewal of such Facility LC absent advance notice by the Borrower or
          the applicable LC Issuer for periods up to one year unless (A) prior to the
          date specified in such Facility LC the beneficiary thereof receives notice from
          the LC Issuer (or the beneficiary and the LC Issuer receive notice from the
          Agent) that such Facility LC shall not be renewed or (B) the new expiry day
          of such Facility LC would extend beyond the fifth Business Day prior to the
          Facility Termination Date. 



                  2.19.2.       
          Participations. Upon the issuance or Modification by an LC Issuer of a
          Facility LC in accordance with this Section 2.19, such LC Issuer shall be
          deemed, without further action by any party hereto, to have unconditionally and
          irrevocably sold to each Lender, and each Lender shall be deemed, without
          further action by any party hereto, to have unconditionally and irrevocably
          purchased from such LC Issuer, a participation in such Facility LC (and each
          Modification thereof) and the related LC Obligations in proportion to its Pro
          Rata Share. 



                  2.19.3.       
          Notice. Subject to Section 2.19.1, the Borrower shall give the
          applicable LC Issuer notice prior to 10:00 a.m. (Chicago time) at least three
          Business Days prior to the proposed date of issuance or Modification of each
          Facility LC, specifying the beneficiary, the proposed date of issuance (or
          Modification) and the expiry date of such Facility LC, and describing any other
          proposed terms of such Facility LC. Upon receipt of such notice, the applicable
          LC Issuer shall promptly notify the Agent, and the Agent shall promptly notify
          each Lender, of the contents thereof and of the amount of such Lender’s
          participation in such proposed Facility LC. The issuance or Modification by an
          LC Issuer of any Facility LC shall, in addition to the conditions precedent set
          forth in Section 3.02 (and, in the case of any Facility LC issued on the
          Effective Date, Section 3.01) (the satisfaction of which no LC
          Issuer shall have any duty to ascertain), be subject to the condition precedent
          that the Borrower shall have executed and delivered such application agreement
          and/or such other instruments and agreements relating to such Facility LC as
          such LC Issuer shall have reasonably requested in accordance with its standard
          practice (each, a “Facility LC Application”). In the event of
          any conflict between 


28











the terms of this Agreement and the terms of any Facility
          LC Application, the terms of this Agreement shall control. 



                  2.19.4.       
          LC Fees. The Borrower shall pay to the Agent, for the account of the
          Lenders ratably in accordance with their respective Pro Rata Shares,
          (a) with respect to each standby Facility LC, a letter of credit fee at a
          per annum rate equal to the Applicable LC Fee Rate in effect from time to time
          on the average daily undrawn stated amount under such Facility LC, such fee to
          be payable in arrears on each Payment Date and (b) with respect to each
          commercial Facility LC, a one-time letter of credit fee in an amount equal to the Applicable LC Fee Rate
          on the initial stated amount (or, with respect to a
          Modification of any such commercial Facility LC which increases the stated
          amount thereof, such increase in the stated amount) thereof, such fee to be payable on the date of such issuance or increase (the
          fees described in this sentence, “LC Fees”). The Borrower shall
          also pay to each LC Issuer for its own account (i) at the time of issuance of
          each Facility LC by such LC Issuer, a fronting fee in an amount to be agreed
          upon between such LC Issuer and the Borrower, and (ii) documentary and
          processing charges in connection with the issuance or Modification of and draws
          under Facility LCs in accordance with such LC Issuer’s standard schedule
          for such charges as in effect from time to time. 



                  2.19.5.       
          Administration; Reimbursement by Lenders. Upon receipt from the
          beneficiary of any Facility LC of any demand for payment under such Facility LC,
          the applicable LC Issuer shall notify the Agent, and the Agent shall promptly
          notify the Borrower and each other Lender, as to the amount to be paid by such
          LC Issuer as a result of such demand and the proposed payment date (the
          “LC Payment Date”). Each LC Issuer shall endeavor to exercise
          the same care in the issuance and administration of the Facility LCs as it does
          with respect to letters of credit in which no participations are granted, it
          being understood that in the absence of any gross negligence or willful
          misconduct by an LC Issuer, each Lender shall be unconditionally and irrevocably
          liable without regard to the occurrence of any Default or any condition
          precedent whatsoever, to reimburse the applicable LC Issuer on demand for (a)
          such Lender’s Pro Rata Share of the amount of each payment made by such LC
          Issuer under each Facility LC to the extent such amount is not reimbursed by the
          Borrower pursuant to Section 2.19.6, plus (b) interest on the
          foregoing amount to be reimbursed by such Lender, for each day from the date of
          such LC Issuer’s demand for such reimbursement (or, if such demand is made
          after 11:00 a.m. (Chicago time) on such date, from the next succeeding Business
          Day) to the date on which such Lender pays the amount to be reimbursed by it, at
          a rate of interest per annum equal to the Federal Funds Effective Rate for the
          first three days and, thereafter, at a rate of interest equal to the rate
          applicable to Base Rate Advances. 



                  2.19.6.       
          Reimbursement by Borrower. The Borrower shall be irrevocably and
          unconditionally obligated to reimburse each LC Issuer on or before the
          applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any
          drawing under any Facility LC, without presentment, demand, protest or other
          formalities of any kind; provided, that the Borrower shall not be
          obligated to reimburse any LC Issuer for any amounts so paid by it earlier than
          (i) the date on which such LC Issuer is required to pay the
          beneficiary of such Facility LC or (ii) (A) 12:00 noon (Chicago time)
          on the day that the Agent delivers notice of a drawing under a Facility LC
          pursuant to Section 2.19.5, if such notice shall have been received
          by the Borrower prior to 10:00 a.m. (Chicago time) on a Business Day, or
          (B) if such notice has not


29











been so received by the Borrower prior to such
          time on such date, then not later than 12:00 noon (Chicago time) on the Business
          Day immediately following the day that the Borrower receives such notice;
          provided, further, that neither the Borrower nor any Lender shall
          hereby be precluded from asserting any claim for direct (but not consequential)
          damages suffered by the Borrower or such Lender to the extent, but only to the
          extent, caused by (a) the willful misconduct or gross negligence of any LC
          Issuer in determining whether a request presented under any Facility LC issued
          by it complied with the terms of such Facility LC or (b) any LC Issuer’s
          failure to pay under any Facility LC issued by it after the presentation to it
          of a request strictly complying with the terms and conditions of such Facility
          LC. All such amounts paid by an LC Issuer and remaining unpaid by the Borrower
          shall bear interest, payable on demand, for each day until paid at a rate per
          annum equal to (i) the rate applicable to Base Rate Advances for such day if
          such day falls on or before the applicable LC Payment Date and (ii) the sum of
          1% plus the rate applicable to Base Rate Advances for such day if such day falls
          after such LC Payment Date. The applicable LC Issuer will pay to each Lender
          ratably in accordance with its Pro Rata Share all amounts received by it from
          the Borrower for application in payment, in whole or in part, of the
          Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer,
          but only to the extent such Lender has made payment to such LC Issuer in respect
          of such Facility LC pursuant to Section 2.19.5. Subject to the terms and
          conditions of this Agreement (including without limitation the submission of a
          Borrowing Notice in compliance with Section 2.02.4 and the satisfaction
          of the applicable conditions precedent set forth in Article 3), the
          Borrower may request an Advance or a Swing Line Advance hereunder for the
          purpose of satisfying any Reimbursement Obligation. 




                  2.19.7.       
          Obligations Absolute. The Borrower’s obligations under
          Section 2.19.6 shall be absolute and unconditional under any and all
          circumstances and irrespective of any setoff, counterclaim or defense to payment
          which the Borrower may have or have had against any LC Issuer, any Lender or any
          beneficiary of a Facility LC. The Borrower further agrees with the LC Issuers
          and the Lenders that the LC Issuers and the Lenders shall not be responsible
          for, and the Borrower’s Reimbursement Obligation in respect of any Facility
          LC shall not be affected by, among other things, the validity or genuineness of
          documents or of any endorsements thereon, even if such documents should in fact
          prove to be in any or all respects invalid, fraudulent or forged, or any dispute
          between or among the Borrower, any of its affiliates, the beneficiary of any
          Facility LC or any financing institution or other party to whom any Facility LC
          may be transferred or any claims or defenses whatsoever of the Borrower or of
          any of its affiliates against the beneficiary of any Facility LC or any such
          transferee. The responsibility of an LC Issuer to the Borrower and each Lender
          shall be only to determine that the documents (including each demand for
          payment) delivered under each Facility LC in connection with such presentment
          shall be in conformity in all material respects with such Facility LC. No LC
          Issuer shall be liable for any error, omission, interruption or delay in
          transmission, dispatch or delivery of any message or advice, however
          transmitted, in connection with any Facility LC. The Borrower agrees that any
          action taken or omitted by any LC Issuer or any Lender under or in connection
          with each Facility LC and the related drafts and documents, if done without
          gross negligence or willful misconduct, shall be binding upon the Borrower and
          shall not put any LC Issuer or any Lender under any liability to the Borrower.
          Notwithstanding the foregoing, nothing in this Section 2.19.7 is intended
          to limit the right of the Borrower to make a claim against any LC Issuer for
          damages as contemplated by the proviso to the first sentence of Section
          2.19.6. 


30










                  2.19.8.       
          Actions of LC Issuers. Subject to Section 2.19.7, each LC Issuer
          shall be entitled to rely, and shall be fully protected in relying, upon any
          Facility LC, draft, writing, resolution, notice, consent, certificate,
          affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
          statement, order or other document believed by it to be genuine and correct and
          to have been signed, sent or made by the proper Person or Persons, and upon
          advice and statements of legal counsel, independent accountants and other
          experts selected by such LC Issuer. Each Lender agrees that each LC Issuer shall
          be fully justified in failing or refusing to take any action under this
          Agreement unless it shall first have received such advice or concurrence of the
          Required Lenders as it reasonably deems appropriate or it shall first be
          indemnified to its reasonable satisfaction by the Lenders against any and all
          liability and expense which may be incurred by it by reason of taking or
          continuing to take any such action. Notwithstanding any other provision of this
          Section 2.19, each Lender agrees that each LC Issuer shall in all
          cases be fully protected from liability to the Lenders in acting, or in
          refraining from acting, under this Agreement in accordance with a request of the
          Required Lenders, and such request and any action taken or failure to act
          pursuant thereto shall be binding upon the Lenders and any future holders of a
          participation in any Facility LC. 



                  2.19.9.       
          Indemnification. The Borrower hereby agrees to indemnify and hold
          harmless each Lender, each LC Issuer and the Agent, and their respective
          directors, officers, agents and employees from and against any and all claims
          and damages, losses, liabilities, costs or expenses which such Lender, such LC
          Issuer or the Agent may incur (or which may be claimed against such Lender, such
          LC Issuer or the Agent by any Person whatsoever) by reason of or in connection
          with the issuance, execution and delivery or transfer of or payment or failure
          to pay under any Facility LC or any actual or proposed use of any Facility LC,
          including, without limitation, any claims, damages, losses, liabilities, costs
          or expenses which such LC Issuer may incur by reason of or in connection with
          (a) the failure of any other Lender to fulfill or comply with its
          obligations to such LC Issuer hereunder (but nothing herein contained shall
          affect any rights the Borrower may have against any defaulting Lender) or
          (b) by reason of or on account of such LC Issuer issuing any Facility LC
          which specifies that the term “Beneficiary” included therein includes
          any successor by operation of law of the named Beneficiary, but which Facility
          LC does not require that any drawing by any such successor Beneficiary be
          accompanied by a copy of a legal document, satisfactory to such LC Issuer,
          evidencing the appointment of such successor Beneficiary; provided that
          the Borrower shall not be required to indemnify any Lender, any LC Issuer or the
          Agent for any claims, damages, losses, liabilities, costs or expenses to the
          extent, but only to the extent, caused by (i) the willful misconduct or gross
          negligence of any LC Issuer in determining whether a request presented under any
          Facility LC complied with the terms of such Facility LC or (ii) any LC
          Issuer’s failure to pay under any Facility LC after the presentation to it
          of a request strictly complying with the terms and conditions of such Facility
          LC. Nothing in this Section 2.19.9 is intended to limit the obligations
          of the Borrower under any other provision of this Agreement. 



                  2.19.10.       
          Lenders’ Indemnification Each Lender shall, ratably in accordance
          with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their
          respective directors, officers, agents and employees (to the extent not
          reimbursed by the Borrower) against any cost, expense (including reasonable
          counsel fees and disbursements), claim, demand, action, loss or liability
          (except such as result from such indemnitees’ gross negligence or willful
          misconduct or such LC Issuer’s failure to pay under any Facility LC after
          the presentation to it of a request strictly


31











complying with the terms and
          conditions of the Facility LC) that such indemnitees may suffer or incur in
          connection with this Section 2.19 or any action taken or omitted by such
          indemnitees hereunder. 



                  2.19.11.       
          Facility LC Collateral Account. The Borrower agrees that it will, upon
          the request of the Agent or the Required Lenders made during the existence of an
          Event of Default and until the earlier of (a) the date on which such Event
          of Default shall have been waived or cured and (b) the date on which all LC
          Obligations shall have been paid in full, maintain a special collateral account
          pursuant to arrangements satisfactory to the Agent (the “Facility LC
          Collateral Account”) at the Agent’s office at the address
          specified pursuant to Section 9.01, in the name of such Borrower but
          under the sole dominion and control of the Agent, for the benefit of the Lenders
          and in which such Borrower shall have no interest other than as set forth in
          Section 6.03. The Borrower hereby pledges, assigns and grants to the
          Agent, on behalf of and for the ratable benefit of the Lenders and the LC
          Issuers, a security interest in all of the Borrower’s right, title and
          interest in and to all funds which may from time to time be on deposit in the
          Facility LC Collateral Account (if any) to secure the prompt and complete
          payment and performance of the Obligations. The Agent will invest any funds on
          deposit from time to time in the Facility LC Collateral Account (if any) in
          certificates of deposit of Bank One having a maturity not exceeding 30 days.
          Nothing in this Section 2.19.11 shall either obligate the Agent to
          require the Borrower to deposit any funds in the Facility LC Collateral Account
          (if any) or limit the right of the Agent to release any funds held in the
          Facility LC Collateral Account (if any) in each case other than as required by
          Section 6.03. 



                  2.19.12.       
          Rights as a Lender. In its capacity as a Lender, each LC Issuer shall
          have the same rights and obligations as any other Lender. 



        Section
2.20.      Market Disruption. Notwithstanding the satisfaction of all conditions
referred to in Articles 2 and 3 with respect to any Advance in any Agreed
Currency other than Dollars, if there shall occur on or prior to the date of such Advance
any change in national or international financial, political or economic conditions or
currency exchange rates or exchange controls which would in the reasonable opinion of the
Agent or the Required Lenders make it impracticable for the Eurocurrency Loans comprising
such Advance to be denominated in the Agreed Currency specified by the Borrower, then the
Agent shall forthwith give notice thereof to the Borrower and the Lenders, and such Loans
shall not be denominated in such Agreed Currency but shall be made on such Borrowing Date
in Dollars, in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Borrowing Notice or Conversion/Continuation
Notice, as the case may be, as Base Rate Loans, unless (a) the Borrower notifies the
Agent at least one Business Day before such Borrowing Date that (i) it elects not to
borrow on such date or (ii) it elects to borrow on such Borrowing Date in a different
Agreed Currency, as the case may be, in which the denomination of such Loans would in the
opinion of the Agent and the Required Lenders be practicable and in an aggregate principal
amount equal to the Dollar Amount of the aggregate principal amount specified in the
related Borrowing Notice or Conversion/Continuation Notice, as the case may be, or
(b) the Borrower notifies the Agent at least three Business Days before such
Borrowing Date that it elects to borrow Eurocurrency Loans in a different Agreed Currency
on such Borrowing Date. 


32











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





        Section
2.22.      Funding Indemnification. If the Borrower makes any payment of principal with
respect to any Eurocurrency Advance on a date which is not the last day of the applicable
Interest Period, whether because of acceleration, prepayment, conversion or otherwise, or
a Eurocurrency Advance is not made on the date specified by the Borrower for any reason
other than default by the Lenders, the Borrower will indemnify each Lender within fifteen
(15) days of demand for any loss or cost incurred by it (or by an existing or prospective
Participant in the related Loan) resulting therefrom, including, without limitation, any
loss or cost (excluding lost profits) in liquidating or employing deposits from third
parties, but excluding loss of margin for the period after such payment or conversion or
failure to borrow, prepay, convert or continue; provided, that such Lender shall
have delivered to the Borrower a certificate as to the amount of such loss or expense,
which certificate shall be conclusive in the absence of manifest error. 




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 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 Agent in form satisfactory to it of telegraphic,
          telecopy, telex or other written confirmation from such party of execution of a
          counterpart hereof by such party); 


33












                  (b)       
          receipt by the Agent of an opinion of Harley M. Smith, Assistant General Counsel
          and Assistant Secretary of the Borrower, substantially in the form of Exhibit
          B hereto and covering such additional matters relating to the transactions contemplated hereby as the
Required Lenders may reasonably request; 



                  (c)       
receipt by the Agent of an opinion of Winston & Strawn,  special counsel for the Agent,  substantially in the form of Exhibit
C hereto and covering such additional matters relating to the transactions  contemplated  hereby as the Required Lenders may reasonably
request; 



                  (d)       
          receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority
for and the validity of this Agreement and any Notes, the name, title and signature of the officer authorized to sign on behalf of
the Borrower and any other matters relevant hereto, as well as any other information required by Section 326 of the USA PATRIOT ACT
or necessary for the Agent, any Lender or any LC Issuer to verify the identity of the Borrower as required by Section 326 of the USA
PATRIOT ACT, all in form and substance satisfactory to the Agent; and



                  (e)       
          receipt by the Agent of evidence satisfactory to it of the payment of all
          principal of and interest on any loans outstanding under, and all accrued fees
          under, and termination of the commitments under the Existing Agreement. 



The Agent shall promptly notify the
Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and
binding on all parties hereto. The Borrower and the Lenders (constituting the
“Required Lenders” as defined in the Existing Agreement) hereby (i) agree that
the “Commitments” under the Existing Agreement shall terminate automatically
upon the Effective Date without further action by any party to the Existing Agreement and
(ii) waive compliance with the notice requirements set forth in Section 2.09 of the
Existing Credit Agreement with respect thereto. 



        Section
3.02.      Each Credit Extension. The obligation of any Lender or LC Issuer to make any
Credit Extension (except as otherwise set forth in Section 2.04.4 with respect
to Revolving Loans for the purpose of repaying Swing Line Loans) on any applicable Credit
Extension Date is subject to the satisfaction of the following conditions: 



                  (a)       
          receipt by the Agent of a Borrowing Notice or request for issuance of a Facility
          LC, as appropriate; 



                  (b)       
          the fact that, immediately after such Credit Extension, the Dollar Amount of the
          Aggregate Outstanding Credit Exposure will not exceed the Aggregate Commitment; 



                  (c)       
          the fact that, immediately after such Credit Extension (and, if such Credit
          Extension is an Advance, any payment on the date of such Advance of Obligations
          with the proceeds of such Advances), the sum of (i) the greater of (A) such
          Lender’s Pro Rata Share of all outstanding Swing Line Loans and (B) the
          outstanding Swing Line Loans made by such Lender, plus (ii) the outstanding
          Ratable Loans made by such Lender plus (iii) such Lender’s Pro Rata Share
          of all LC Obligations shall not exceed the Commitment of such Lender; 


34











                  (d)       
          the fact that, immediately before and after such Credit Extension, no Default
          shall have occurred and be continuing; and 



                  (e)       
          the fact that the representations and warranties of the Borrower contained in
          this Agreement (except the representations and warranties set forth in
          Sections 4.04(c), 4.05, 4.06, 4.07 and 4.08)
          shall be true in all material respects on and as of the date of such Credit
          Extension. 



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




ARTICLE 4 




REPRESENTATIONS AND
WARRANTIES 



        The
Borrower represents and warrants that: 



        Section
4.01.      Corporate Existence and Power. The Borrower is a corporation duly
incorporated, validly existing and in good standing under the laws of the jurisdiction of
its incorporation, and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now conducted,
except for such licenses, authorizations, consents and approvals whose lack could not
reasonably be expected to have a Material Adverse Effect. 



        Section
4.02.      Corporate and Governmental Authorization; No Contravention. The execution,
delivery and performance by the Borrower of this Agreement and the other Loan Documents
are within the corporate powers of the Borrower, 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 and do not contravene, or constitute a default
under, any provision of applicable law or regulation or of the restated articles of
incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order,
decree or other instrument binding upon the Borrower or any of its Significant
Subsidiaries or result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Significant Subsidiaries, except to the extent that such
contravention, default or Lien could not reasonably be expected to have a Material Adverse
Effect. 



        Section
4.03.      Binding Effect. This Agreement constitutes a valid and binding agreement of
the Borrower and each other Loan Document, when executed and delivered in accordance with
this Agreement, will constitute a valid and binding obligation of the Borrower, in each
case enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether enforcement is sought in equity
or at law). 



        Section
4.04.      Financial Information. (a) The consolidated balance sheet of the Borrower and
its Consolidated Subsidiaries as of September 30, 2003 and the related 


35











consolidated
statements of earnings, cash flows, and changes in stockholders’ equity for the
fiscal year then ended, reported on by KPMG LLP and set forth in the Borrower’s 2003
Form 10-K, a copy of which has been delivered to each of the Lenders, fairly present,
in conformity with generally accepted accounting principles, the consolidated financial
position of the Borrower 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 Borrower and its Consolidated
          Subsidiaries as of December 31, 2003 and the related unaudited consolidated
          statements of earnings and cash flows for the three months then ended, set forth
          in the Borrower’s Latest Form 10-Q, a copy of which has been delivered
          to each of the Lenders, fairly present, in conformity with generally accepted
          accounting principles applied on a basis consistent with the financial
          statements referred to in subsection (a) of this Section, the consolidated
          financial position of the Borrower and its Consolidated Subsidiaries as of such
          date and their consolidated results of operations and cash flows for such
          three-month period (subject to normal year-end adjustments). 



                  (c)       
          Since December 31, 2003 there has been no material adverse change in the
          business, financial position or results of operations of the Borrower and its
          Consolidated Subsidiaries, considered as a whole. 



        Section
4.05.      Litigation. There is no action, suit or proceeding pending against, or to the
knowledge of the Borrower threatened against or affecting, the Borrower or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or official
in which there is a reasonable possibility of an adverse decision which could have a
Material Adverse Effect. 





        Section
4.06.      Compliance with ERISA. To the best of  Borrower’s knowledge, each
member of the ERISA Group has fulfilled its obligations under the minimum funding
standards of ERISA and the Internal Revenue Code with respect to each Plan and is in
compliance in all material respects with the currently applicable provisions of ERISA and
the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (a)
sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue
Code in respect of any Plan, (b) failed to make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any
Plan or Benefit Arrangement, which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code
or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC
for premiums under Section 4007 of ERISA. 



        Section
4.07.      Environmental Matters. In the ordinary course of its business, the Borrower
conducts an ongoing review of the effect of Environmental Laws on the business, operations
and properties of the Borrower and its Significant Subsidiaries. On the basis of this
review, the Borrower has reasonably concluded that associated liabilities and costs, including
the costs of compliance with Environmental Laws, are unlikely to have a
Material Adverse Effect. 


36











        Section 4.08.      Taxes. The
Borrower and its Significant Subsidiaries have filed all United States federal income tax
returns and all other tax returns which are required to be filed by them (inclusive of any
permitted extensions) and have paid all taxes due pursuant to such returns or pursuant to
any assessment received by the Borrower or any Significant Subsidiary except (a) for
taxes which are being contested in good faith and for which adequate reserves have been
established in accordance with generally accepted accounting principles or (b) where
the failure to file or pay could not reasonably be expected to have a Material Adverse
Effect. The charges, accruals and reserves on the books of the Borrower and its
Consolidated Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate. 



        Section
4.09.      Subsidiaries. Each of the Borrower’s corporate Significant Subsidiaries
is a corporation duly incorporated, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry on its
business as now conducted, except for such licenses, authorizations, consents and
approvals whose lack could not reasonably be expected to have a Material Adverse Effect. 



        Section
4.10.      Regulatory Restrictions on Advance. The Borrower is not an “investment
company” within the meaning of the Investment Company Act of 1940, as amended, a
“holding company” within the meaning of the Public Utility Holding Company Act
of 1935, as amended, or otherwise subject to any regulatory scheme which restricts its
ability to incur debt. 



        Section
4.11.      Full Disclosure. All information (taken as a whole) heretofore furnished by
the Borrower to the Agent, any LC Issuer or any Lender for purposes of or in connection
with this Agreement or any transaction contemplated hereby is, and all such information
(taken as a whole) hereafter furnished by the Borrower to the Agent, any LC Issuer or any
Lender will be, true and accurate in all material respects on the date as of which such
information is stated or certified. The Borrower has disclosed to the Lenders in writing
any and all facts which materially and adversely affect or may affect (to the extent the
Borrower can now reasonably foresee), the business, operations or financial condition of
the Borrower and its Consolidated Subsidiaries, taken as a whole, or the ability of the
Borrower to perform its obligations under this Agreement, or such facts are reflected in
the financial statements and information described in
Sections 4.04(a)  and 4.04(b). 




ARTICLE 5 




COVENANTS 



        The
Borrower agrees that, so long as any Lender has any Commitment hereunder or any
Obligations (other than unmatured indemnification obligations) remain unpaid: 


        Section 5.01.     
Information.  The  Borrower  will deliver to each of the Lenders  and, if  applicable,  each LC Issuer which is not a Lender: 



                  (a)       
          as soon as available and in any event within 120 days after the end of each
          fiscal year of the Borrower, the consolidated balance sheet of the Borrower and
          its Consolidated Subsidiaries as of the end of such fiscal year and the related
          consolidated statements of earnings,


37











 cash flows, and changes in
          stockholders’ equity for such fiscal year, setting forth in each case in
          comparative form the figures for the previous fiscal year, all reported on in a
          manner acceptable to the Securities and Exchange Commission by KPMG LLP or other
          independent public accountants of nationally recognized standing (it being
          understood that timely delivery of the Borrower’s annual report on Form
          10-K shall satisfy the requirement of this clause (a)); 



                  (b)       
          as soon as available and in any event within 60 days after the end of each of
          the first three quarters of each fiscal year of the Borrower, the consolidated
          balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of
          such quarter and the related consolidated statements of earnings for such
          quarter and for the portion of the Borrower’s fiscal year ended at the end
          of such quarter and the related consolidated statement of cash flows for the
          portion of the Borrower’s fiscal year ended at the end of such quarter,
          setting forth in the case of such statements of earnings and cash flows, in
          comparative form the figures for the corresponding quarter and the corresponding
          portion of the Borrower’s previous fiscal year, all certified (subject to
          normal year-end adjustments) as to fairness of presentation, generally accepted
          accounting principles and consistency by the chief financial officer or the
          chief accounting officer of the Borrower (it being understood that timely
          delivery of the Borrower’s quarterly report on Form 10-Q shall satisfy the
          requirement of this clause (b)); 


                  (c)       
simultaneously  with the delivery of each set of financial  statements  referred to in clause (a) above, a
certificate of the chief financial  officer or the chief  accounting  officer of the Borrower (i) setting forth the
financial  information  required to establish  whether the  Borrower was in  compliance  with the  requirements  of
Section 5.09 on the date of such financial  statements  and (ii) stating  whether any Default exists on the date of
such  certificate  and, if any Default  then  exists,  setting  forth the details  thereof and the action which the
Borrower is taking or proposes to take with respect thereto;




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



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






                  (e)       
          promptly upon the filing thereof, copies of all registration statements (other
          than the exhibits thereto and any registration statements on Form S-8 or its
          equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which
          the Borrower shall have filed with the Securities and Exchange Commission; 



                  (f)       
          if and when any member of the ERISA Group (i) receives notice from the PBGC
          under Title IV of ERISA of an intent to terminate, impose liability (other than
          for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to
          administer any Plan, a copy of such notice; (ii) applies for a waiver of the
          minimum funding standard under Section 412 of the Internal Revenue Code, a copy
          of such application; or (iii) gives notice of intent to terminate any Plan under
          Section 4041(c) of ERISA, a copy of such notice and other information filed with
          the PBGC; and 


38












                  (g)       
          from time to time such additional information regarding the financial position
          or business of the Borrower and its Significant Subsidiaries as the Agent, at
          the request of any Lender, may reasonably request. 



        Information
required to be delivered pursuant to Sections 5.01(a), 5.01(b),
5.01(e) or 5.01(f) above shall be deemed to have been delivered on the date
on which the Borrower posts such information on the Borrower’s website on the
Internet at the website address at www.gotoemerson.com, at sec.gov/edaux/searches.htm or
at another website identified in a notice delivered to the Lenders (and, if applicable,
any LC Issuer which is not a Lender) and accessible by the Lenders (or such LC Issuer)
without charge; provided that the Borrower shall deliver paper copies of the
information referred to in Sections 5.01(a), 5.01(b), 5.01(e) or
5.01(f) to any Lender (and, if applicable, any LC Issuer which is not a Lender)
which requests such delivery. 



        Section
5.02.      Payment of Obligations. The Borrower will pay and discharge, and will cause
each Significant Subsidiary to pay and discharge, at or before maturity, all its material
obligations and liabilities (including, without limitation, tax liabilities and claims of
materialmen, warehousemen and the like which if unpaid might by law give rise to a Lien),
except (a) for obligations and liabilities which are contested in good faith by
appropriate proceedings or (b) where the failure to pay or discharge such obligations
and liabilities could not reasonably be expected to have a Material Adverse Effect, and
will maintain, and will cause each Significant Subsidiary to maintain, in accordance with
generally accepted accounting principles, appropriate reserves for the accrual of any of
the same. 



        Section
5.03.      Maintenance of Property; Insurance. (a) The Borrower will keep, and will
cause each Significant Subsidiary to keep, all material property necessary in its business
in good working order and condition, ordinary wear and tear, casualty and condemnation
excepted. 



                  (b)       
          Subject to the normal operation of Borrower’s corporate insurance program,
          including, without limitation, deductibles and self insured retention, the
          Borrower will, and will cause each of its Significant Subsidiaries to, maintain
          (either in the name of the Borrower or in such Significant Subsidiary’s own
          name) with financially sound and responsible insurance companies, insurance on
          all its properties in at least such amounts, against at least such risks and
          with such risk retention as are usually maintained, insured against or retained,
          as the case may be, in the same general area by companies of established repute
          engaged in the same or a similar business; and will furnish to the Lenders (and,
          if applicable, any LC Issuer which is not a Lender), upon request from the
          Agent, information presented in reasonable detail as to the insurance so
          carried. 



        Section
5.04.      Maintenance of Existence. The Borrower will preserve, renew and keep in
full force and effect its corporate existence; provided that nothing in this
Section 5.04 shall prohibit a transaction expressly permitted by Section
5.06. 



        Section
5.05.      Compliance with Laws. The Borrower will comply, and cause each Significant
Subsidiary to 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
(a) where the


39











 necessity of compliance therewith is contested in good faith by appropriate
proceedings or (b) where the failure to comply therewith could not reasonably be
expected to have  Material Adverse Effect. 



        Section
5.06.      Mergers and Sales of Assets. The Borrower will not consolidate or merge with
or into any other Person or sell, lease or otherwise transfer, directly or indirectly, all
or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole,
to any other Person, unless (a) either the Borrower shall be the continuing corporation,
or the successor corporation (if other than the Borrower) shall be a corporation organized
and existing under the laws of the United States of America or any state thereof and such corporation shall expressly
assume the due and punctual payment of the principal of, and interest on, the Notes
according to their tenor, and the due and punctual performance and observance of all of
the covenants and agreements contained in the Notes and this Agreement to be performed by
the Borrower, and (b) immediately after such merger or consolidation, or such sale,
lease, or other disposition, no Default shall have occurred and be continuing. 



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



        Section
5.08.      Negative Pledge. Neither the Borrower nor any Significant Subsidiary will
create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by
it, except: 



                   (a)       
          Liens existing on the date of this Agreement securing Debt outstanding on the
          date of this Agreement; 



                  (b)       
          any Lien existing on any asset of any Person at the time such Person becomes a
          Subsidiary and not created in contemplation of such event; 



                  (c)       
          any Lien on any asset securing Debt incurred or assumed for the purpose of
          financing all or any part of the cost of acquiring such asset, provided
          that such Lien attaches to such asset concurrently with or within 90 days after
          the acquisition thereof; 






                  (d)       
          any Lien on any asset of any Person existing at the time such Person is merged
          or consolidated with or into the Borrower or a Subsidiary and not created in
          contemplation of such event; 



                  (e)       
          any Lien existing on any asset prior to the acquisition thereof by the Borrower
          or a Subsidiary and not created in contemplation of such acquisition; 



                  (f)       
          any Lien arising out of the refinancing, extension, renewal or refunding of any
          Debt secured by any Lien permitted by any of the foregoing clauses of this
          Section, provided that such Debt is not increased and is not secured by
          any additional assets; 



                  (g)       
          Liens arising in the ordinary course of its business (including, without
          limitation, Liens on assets securing Debt, interest on which is exempt from
          federal income tax 


40











(“Exempt Debt”); Liens for taxes,
          assessments or government charges; Liens arising out of the existence of
          judgments not constituting an Event of Default; statutory and contractual
          landlords’ liens under leases; Liens in favor of customs and revenue
          authorities arising as a matter of law to secure the payment of customs duties;
          and Liens arising out of claims under any Environmental Law provided such Liens
          are being contested in good faith) which (i) do not secure Debt (other than
          Exempt Debt) or Derivatives Obligations and (ii) do not in the aggregate
          materially detract from the value or materially impair the use of the assets of
          the Borrower and its Subsidiaries, taken as a whole; 



                  (h)       
          Liens securing Derivatives Obligations, provided that the aggregate
          amount of assets subject to such Liens may at no time exceed $300,000,000; and 



                  (i)       
          Liens not otherwise permitted by the foregoing clauses of this Section securing
          Debt in an aggregate principal or face amount at any date not to exceed 25% of
          Consolidated Total Assets. 



        Section
5.09.      Consolidated  Net Worth.  The Borrower  will not permit  Consolidated  Net Worth as of the end of
any fiscal quarter of the Borrower to be less than $4,000,000,000.






ARTICLE 6 




DEFAULTS 


        Section 6.01.     Events of Default.
The occurrence of any one or more of the following events shall constitute an “Event of Default”:



                  (a)       
          the Borrower shall fail to pay, (i) within two Business Days after the due
          date thereof, any principal of any Loan or any Reimbursement Obligation, or
          (ii) within five Business Days after the due date thereof, any interest,
          any fees or any other amount payable hereunder; 



                  (b)       
          the Borrower shall fail to observe or perform any covenant contained in
          Section 5.06 or 5.09; 



                  (c)       
          the Borrower shall fail to observe or perform any covenant or agreement
          contained in this Agreement (other than those covered by clause (a) or (b)
          above) for 30 days after notice thereof has been given to the Borrower by the
          Agent at the request of any Lender; 





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



                  (e)       
          any event or condition shall occur which results in the acceleration of the
          maturity of any Material Debt or, following the stated maturity of any Material
          Debt, the Borrower shall fail to pay such Material Debt within two Business Days
          after the expiration of the period of grace or cure, if any, provided in the
          instrument or agreement under which such Material Debt was created; 


41













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



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



                  (h)       
          any member of the ERISA Group sponsoring a Material Plan shall fail to pay when
          due an amount or amounts aggregating in excess of $200,000,000 which it shall
          have become liable to pay under Title IV of ERISA with respect to such Material
          Plan; or the PBGC shall institute proceedings under Title IV of ERISA to
          terminate, to impose liability (other than for premiums under Section 4007 of
          ERISA) in respect of, or to cause a trustee to be appointed to administer any
          Material Plan; or a condition shall exist by reason of which the PBGC would be
          entitled to obtain a decree adjudicating that any Material Plan must be
          terminated; or there shall occur a complete or partial withdrawal from, or a
          default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one
          or more Multiemployer Plans which could cause one or more members of the ERISA
          Group to incur a current payment obligation in excess of $200,000,000; 



                  (i)       
          final judgments or orders for the payment of money in an aggregate amount
          exceeding $200,000,000 shall be entered against the Borrower or any Significant
          Subsidiary by a court or courts having jurisdiction in the premises and such
          judgments or orders shall not have been appealed in good faith (and execution of
          such judgments stayed during such appeal) or otherwise paid, bonded or otherwise
          stayed or discharged by the Borrower or such Significant Subsidiary within the
          time period permitted by applicable law for the filing of an appeal for such
          judgment or the taking of such other action; or 



                  (j)       
          any person or group of persons (within the meaning of Section 13 or 14 of the
          Securities Exchange Act of 1934, as amended) (excluding, for this purpose, the
          Borrower and its Subsidiaries and any employee benefit plan of the Borrower or
          its Subsidiaries), shall have acquired beneficial ownership (within the meaning
          of Rule 13d-3 promulgated by the Securities and Exchange Commission under said
          Act) of 50% or more of the then outstanding shares of common stock of the
          Borrower; or a majority of the seats (other than vacant seats) on the board of
          directors of Borrower shall at any time be occupied by persons who were neither
          nominated by the management of Borrower nor appointed by directors so nominated. 


42











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



        Section
6.03.      Acceleration; Facility LC Collateral Account. (a) If any Event of Default
described in Section 6.01(f) or 6.01(g) occurs with respect to the Borrower,
the obligations of the Lenders to make Loans hereunder and the obligation and power of the
LC Issuers to issue Facility LCs shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of the
Agent, any LC Issuer or any Lender and the Borrower will be and become thereby
unconditionally obligated, without any further notice, act or demand, to pay to the Agent
an amount in immediately available funds, which funds shall be held in the Facility LC
Collateral Account, equal to the difference of (x) the amount of LC Obligations at
such time, less (y) the amount on deposit in the Facility LC Collateral Account at such
time which is free and clear of all rights and claims of third parties and has not been
applied against the Obligations (such difference, the “Collateral Shortfall
Amount”). If any other Event of Default occurs and is continuing, the Agent shall
(i) if requested by Lenders having more than 50% in the aggregate amount of the Commitments, by notice to
the Borrower terminate or suspend the obligations of the Lenders to make Loans hereunder
and the obligation and power of the LC Issuers to issue Facility LCs, or (ii) if requested
by Lenders holding more than 50% of the Aggregate Outstanding Credit Exposure,
(A) declare the Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or notice of any
kind, all of which the Borrower hereby expressly waives, and (B) upon notice to the
Borrower and in addition to the continuing right to demand payment of all amounts payable
under this Agreement, make demand on the Borrower to pay all or any portion of the
Collateral Shortfall Amount, and the Borrower will, forthwith upon such demand and without
any further notice or act, pay to the Agent such amount, which funds shall be deposited in
the Facility LC Collateral Account. 



                    (b)       
          If at any time while any Event of Default is continuing, the Agent determines
          that the Collateral Shortfall Amount at such time is greater than zero, the
          Agent may make demand on the Borrower to pay all or any portion of the
          Collateral Shortfall Amount, and the Borrower will, forthwith upon such demand
          and without any further notice or act, pay to the Agent such amount, which funds
          shall be deposited in the Facility LC Collateral Account. 





                  (c)       
          The Agent may at any time or from time to time after funds are deposited in the
          Facility LC Collateral Account, apply such funds to the payment of any accrued
          and unpaid Obligations. 



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


43












ARTICLE 7 




THE AGENT 



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



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



        Section
7.03.      Action by Agent. The obligations of the Agent hereunder are only those
expressly set forth herein. Without limiting the generality of the foregoing, the Agent
shall not be required to take any action with respect to any Default, except as expressly
provided in Article 6. 



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



        Section
7.05.      Liability of Agent. Neither the Agent nor any of its 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 (a) with the consent or at the request of
the Required Lenders (or, when expressly required hereby, all or a different proportion of
the Lenders) or (b) in the absence of its own gross negligence or willful misconduct.
Neither the 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 Borrower; (iii) the satisfaction of any condition
specified in Article 3, except receipt of items required to be delivered to the
Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or
any other instrument or writing furnished in connection herewith. The Agent shall not
incur any liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile transmission or
similar writing) believed by it to be genuine or to be signed by the proper party or
parties. Without limiting the generality of the foregoing, the use of the term
“agent” in this Agreement with reference to the Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of
any applicable law. Instead, such term is used merely as a matter of market custom and is
intended to create or reflect only an administrative relationship between independent
contracting parties.


44












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



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



        Section
7.08.      Successor Agent. The Agent may resign at any time by giving notice thereof to
the Lenders, the LC Issuers and the Borrower. Upon any such resignation, the Required
Lenders shall have the right, upon the approval of Borrower (which approval shall not be
unreasonably withheld or delayed) to appoint a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Agent gives notice of resignation, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a
commercial bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least $50,000,000. Upon
the acceptance of its appointment as Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions
of this Article shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Agent. 



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




        Section
7.10.      Co-Arranger; Syndication Agent; Documentation Agent; Senior Managing Agent.
None of the Lenders identified on the facing page of this Agreement as a
“co-arranger”, “syndication agent”, “documentation agent” or
“senior managing agent” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all Lenders as
such. Without limiting the foregoing, none of the Lenders so identified as a
“co-arranger”, “syndication agent”, “documentation agent” or
“senior managing agent” shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied, and will
not rely, on any of the Lenders so identified in deciding to enter into this Agreement or
in taking or not taking action hereunder. 


45












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 Eurocurrency Loan:



                  (a)       
          the Agent is advised by Lenders having 50% or more of the aggregate amount of
          the Commitments that deposits in dollars (in the applicable
          amounts) are not being offered to such Lenders in the relevant market for such
          Interest Period, or 



                  (b)       
          in the case of Eurocurrency Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the
          Agent that the Eurocurrency Rate, as determined by the
          Agent will not adequately and fairly reflect the cost to such Lenders of funding
          their Eurocurrency Loans  for such Interest Period, 



the Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders to make Eurocurrency Loans or to
continue or convert outstanding Loans as or into Eurocurrency Loans shall be suspended and (ii) each outstanding Eurocurrency Loan
shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto.  Unless the Borrower
notifies the Agent at least two Business Days before the date of any Eurocurrency Advance for which a Borrowing Notice has previously
been given that it elects not to borrow on such date (x) if such Eurocurrency Advance is a Ratable Advance, such Advance shall
instead be made as a Base Rate Advance and (y) if such Eurocurrency Advance is a Eurocurrency Bid Rate Advance, the Eurocurrency Bid
Rate Loans comprising such Advance 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 Alternate Base Rate for such day.



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


46











either (i) on the last day of the then current Interest Period applicable to such Eurocurrency Loan if such Lender may lawfully
continue to maintain and fund such Loan as a Eurocurrency Loan to such day or (ii) immediately if such Lender shall determine that it
may not lawfully continue to maintain and fund such Loan as a Eurocurrency 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
Eurocurrency Loans of the other Lenders.



        Section
8.03.      Increased Cost and Reduced Return. (a) If on or after (i) the date
hereof, in the case of any Ratable Loan or any obligation to make Ratable Loans or
(ii) 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 Lender (or its Applicable
Lending Office) or any LC Issuer with any request or directive (whether or not having the
force of law) of any such authority, central bank or comparable agency 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 Eurocurrency Loan, any such requirement with respect to which such Lender
is entitled to compensation during the relevant Interest Period under
Section 2.17), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Lender
(or its Applicable Lending Office) or any LC Issuer or shall impose on any Lender (or its
Applicable Lending Office) or any LC Issuer or on the United States market for
certificates of deposit or the London interbank market any other condition affecting its
Eurocurrency Loans, its Note, the Facility LCs or its obligation to make Eurocurrency
Loans or to issue or participate in Facility LCs and the result of any of the foregoing is
to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuer
of making or maintaining any Eurocurrency Loan or issuing or participating in Facility
LCs, or to reduce the amount of any sum received or receivable by such Lender (or its
Applicable Lending Office) or such LC Issuer under this Agreement or under its Note with
respect thereto, by an amount deemed by such Lender or such LC Issuer to be material,
then, within 15 days after demand by such Lender or such LC Issuer (with a copy to the
Agent), the Borrower shall pay to such Lender or such LC Issuer such additional amount or
amounts as will compensate such Lender or such LC Issuer for such increased cost or
reduction. 





                  (b)       
          If any Lender or any LC Issuer 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, has or would have the effect of reducing the
          rate of return on capital of such Lender or such LC Issuer (or its Parent) as a
          consequence of such Lender’s or such LC Issuer’s obligations hereunder
          to a level below that which such Lender (or its Parent) or such LC Issuer 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 Lender or such LC Issuer to be material, then from time to time, within
          15 days after demand by such Lender or such LC Issuer (with a copy to the
          Agent), the Borrower shall pay to such Lender or such LC Issuer such 


47












additional
          amount or amounts as will compensate such Lender or such LC Issuer (or its
          Parent) for such reduction. 



                  (c)       
          Each Lender and each LC Issuer will promptly notify the Borrower and the Agent
          of any event of which it has knowledge, occurring after the date hereof, which
          will entitle such Lender or such LC Issuer to compensation pursuant to this
          Section and will designate a different Lending Office if such designation will
          avoid the need for, or reduce the amount of, such compensation and will not, in
          the judgment of such Lender or such LC Issuer, be otherwise significantly
          disadvantageous to such Lender or such LC Issuer. A certificate of any Lender or
          any LC Issuer 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 Lender or such
          LC Issuer may use any reasonable averaging and attribution methods. 


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



                  “Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions, charges or
withholdings with respect to any payment by the Borrower pursuant to this Agreement or
under any Note and all liabilities with respect thereto, excluding (i) in the case
of each Lender, each LC Issuer and the Agent, taxes imposed on its income, and franchise
or similar taxes imposed on it, by a jurisdiction under the laws of which such Lender,
such LC Issuer or the Agent (as the case may be) is organized or in which its principal
executive office is located or, in the case of each Lender and each LC Issuer, in which
its Applicable Lending Office is located or in which it would be subject to tax due to
some connection other than that created by this Agreement and (ii) in the case of each
Lender and each LC Issuer, any United States withholding tax imposed on such payments but
only to the extent that such Lender or such LC Issuer is subject to United States
withholding tax at the time such Lender 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 under any Note or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note. 



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


48












                  (c)       
          The Borrower agrees to indemnify each Lender, each LC Issuer and the Agent for
          the full amount of Taxes or Other Taxes (including, without limitation, any
          Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
          under this Section) paid by such Lender, such LC Issuer or the 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 Lender, such LC Issuer or the Agent (as the case may
          be) makes demand therefor. 



                  (d)       
          Each Lender 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 Lender listed on the signature pages hereof and on or prior
          to the date on which it becomes a Lender in the case of each other Lender, and
          from time to time thereafter as required to maintain the effectiveness thereof
          (but only so long as such Lender remains lawfully able to do so), shall provide
          the Borrower and the Agent with Internal Revenue Service form W-8ECI or W-8BEN,
          as appropriate, or any successor form prescribed by the Internal Revenue
          Service, certifying that such Lender is entitled to benefits under an income tax
          treaty to which the United States is a party which exempts the Lender from
          United States withholding tax or reduces the rate of withholding tax on payments
          of interest for the account of such Lender 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 Lender has failed to provide the Borrower
          or the Agent 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 Lender shall not be entitled to indemnification under Section
          8.04(b) or 8.04(c) with respect to Taxes imposed by the United
          States; provided that if a Lender, which is otherwise exempt from or
          subject to a reduced rate of withholding tax, becomes subject to Taxes because
          of its failure to deliver a form required hereunder, the Borrower shall take
          such steps as such Lender shall reasonably request to assist such Lender to
          recover such Taxes. 



                  (f)       
          If the Borrower is required to pay additional amounts to or for the account of
          any Lender or any LC Issuer pursuant to this Section, then such Lender or such
          LC Issuer will file any certificate or document requested by the Borrower or
          change the jurisdiction of its Applicable Lending Office if, in the judgment of
          such Lender or such LC Issuer, such filing or change (i) will eliminate or
          reduce any such additional payment which may thereafter accrue and (ii) is not
          otherwise significantly disadvantageous to such Lender or such LC Issuer. If any
          form or document referred to in this Section 8.04(f) requires the
          disclosure of information, other than information necessary to compute the tax
          payable and information required on the date of the Agreement by Internal
          Revenue Service form W-8ECI or W-8BEN, that a Lender or an LC Issuer reasonably
          considers to be confidential, such Lender or such LC Issuer shall give notice
          thereof to the Borrower and shall not be obligated to include in such form or
          document such confidential information. 



                  (g)       
          Each Lender and each LC Issuer will promptly notify the Borrower and the Agent
          of any event of which it has knowledge, occurring after the date hereof, which
          will entitle such Lender or such LC Issuer to compensation pursuant to this
          Section. 


49












                  (h)       
          If any Lender or any LC Issuer receives a refund in respect of Taxes or Other
          Taxes paid by the Borrower (including a refund in the form of a credit), such
          Lender or such LC Issuer will pay over the refund, together with any interest or
          accompanying reimbursements, to the Borrower. 



        Section
8.05.      Base Rate Loans Substituted for Affected Eurocurrency Loans.If (a) the obligation of any Lender to make, or to continue or convert outstanding Loans as or to, Eurocurrency Loans has been
suspended pursuant to Section 8.01 or (b) any Lender has demanded compensation under Section 8.03 or 8.04 with respect to its
Eurocurrency Loans, and in any such case the Borrower shall, by at least five Business Days' prior notice to such Lender through the
Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless and until such Lender notifies the
Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, all Loans which would
otherwise be made by such Lender as (or continued as or converted to) Eurocurrency Loans shall instead be Base Rate Loans on which
interest and principal shall be payable contemporaneously with the related Eurocurrency Loans of the other Lenders.  If such Lender
notifies the Borrower 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 Eurocurrency Loan on the first day of the next succeeding Interest
Period applicable to the related Eurocurrency Loans of the other Lenders.



        Section
8.06.      Substitution of Lender. If any Lender has demanded compensation pursuant to
Section 8.03 or 8.04 or defaulted in its obligation to make any Loan
pursuant to the terms of this Agreement, the Borrower shall have the right to designate an
Assignee which is not an affiliate of the Borrower to purchase for cash, pursuant to an
Assignment and Assumption Agreement substantially in the form of Exhibit D hereto,
the Outstanding Credit Exposure and Commitment of such Lender and to assume all of such
Lender’s other rights and obligations hereunder without recourse to or warranty by
such Lender, for a purchase price equal to the principal amount of all of such
Lender’s Outstanding Credit Exposure plus any accrued but unpaid interest thereon and
the accrued but unpaid Facility Fees in respect of that Lender’s Commitment hereunder
plus such amount, if any, as would be payable pursuant to Section 2.14 if the
outstanding Loans of such Lender were prepaid in their entirety on the date of
consummation of such assignment, plus the compensation then due and payable pursuant to
Section 8.03 or 8.04. 




ARTICLE 9 




MISCELLANEOUS 



        Section
9.01.      Notices; Electronic Communications. (a) All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire, facsimile
transmission or similar writing) and shall be given to such party: (i) in the case of the
Borrower or the Agent, at its address or facsimile number set forth on the signature pages
hereof, (ii) in the case of any Lender, at its address or facsimile number set forth in
its Administrative Questionnaire or (iii) in the case of any party, such other address or
facsimile number as such party may hereafter specify for the purpose by notice to the
Agent and the Borrower. Each such notice, request or other communication shall be
effective (A) if given by facsimile transmission,


50











when transmitted to the facsimile number
specified in this Section and confirmation of receipt is received, (B) if given by mail,
72 hours after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid or (C) if given by any other means, when delivered at the
address specified in this Section; provided that notices to the Agent under
Article 2 or Article 8 shall not be effective until received. 



                  (b)       
          In addition to the foregoing, notices and other communications to the Lenders
          and the LC Issuers hereunder may be delivered or furnished by electronic
          communication (including e-mail and internet or intranet websites) pursuant to
          procedures approved by the Agent or as otherwise determined by the Agent,
          provided that the foregoing shall not apply to notices to any Lender or
          any LC Issuer pursuant to Article 2 (in which case such Lender shall be
          entitled to receive hard copies of such notices or communications) if such
          Lender or such LC Issuer, as applicable, has notified the Agent that it is
          incapable of receiving notices under such Article by electronic communication.
          The Agent or the Borrower may, in its respective discretion, agree to accept
          notices and other communications to it hereunder by electronic communications
          pursuant to procedures approved by it or as it otherwise determines,
          provided that such determination or approval may be limited to particular
          notices or communications. Unless the Agent otherwise prescribes, (i) notices
          and other communications sent to an e-mail address shall be deemed received upon
          the sender’s receipt of an acknowledgement from the intended recipient
          (such as by the “return receipt requested” function, as available,
          return e-mail or other written acknowledgement), provided that if such
          notice or other communication is not given during the normal business hours of
          the recipient, such notice or communication shall be deemed to have been given
          at the opening of business on the next Business Day for the recipient, and (ii)
          notices or communications posted to an Internet or intranet website shall be
          deemed received upon the deemed receipt by the intended recipient at its e-mail
          address as described in the foregoing clause (i) of notification that such
          notice or communication is available and identifying the website address
          therefor; provided, further, that the Agent, the Borrower or any
          Lender party hereto may specify multiple e-mail addresses for receipt of any
          notices or communications by such means, and receipt by any one of such multiple
          e-mail addressees as set forth above shall be deemed to have been received by
          the Agent, the Borrower or such Lender, as the case may be. 





                  (c)       
          Any party hereto may change its address or facsimile number for notices and
          other communications hereunder by notice to the other parties hereto or, in the
          case of any Lender, by notice to the Agent and the Borrower. 



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



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


51











by the Agent, each LC Issuer and each Lender, including
the reasonable fees and disbursements of counsel, in connection with such Event of Default
and collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom. 



                  (b)       
          The Borrower agrees to indemnify the Agent, each LC Issuer and each Lender,
          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 Commitment
          hereunder or any actual or proposed use of proceeds of Credit Extensions
          hereunder; provided that no Indemnitee shall have the right to be
          indemnified hereunder for such Indemnitee’s own gross negligence or willful
          misconduct as determined by a court of competent jurisdiction. 



        Section
9.04.      Sharing of Set-Offs. Each Lender 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 and payable with respect to any Credit
Extension (other than payments of principal or interest on Competitive Bid Loans at a time
when no Event of Default is continuing) held by it which is greater than the proportion
received by any other Lender in respect of the aggregate amount of principal and interest
then due and payable with respect to any Credit Extension (other than payments of
principal or interest on Competitive Bid Loans at a time when no Event of Default is
continuing) held by such other Lender, the Lender receiving such proportionately greater
payment shall purchase such participations in the Credit Extensions (other than payments
of principal or interest on Competitive Bid Loans at a time when no Event of Default is
continuing) held by the other Lenders, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest then due and payable with
respect to the Credit Extensions (other than payments of principal or interest on
Competitive Bid Loans at a time when no Event of Default is continuing) held by the
Lenders shall be shared by the Lenders pro rata; provided that nothing in this
Section shall impair the right of any Lender 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 Borrower other than its indebtedness hereunder. The Borrower
agrees, to the fullest extent it may effectively do so under applicable law, that any
holder of a participation in a Credit Extension, whether or not acquired pursuant to the
foregoing arrangements, 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 Borrower in the amount of such participation. 



        Section
9.05.      Amendments and Waivers. Any provision of this Agreement or the Loan Documents
may be amended or waived if, but only if, such amendment or waiver is in writing and is
signed by the Borrower and the Required Lenders (or the Agent with the consent of the
Required Lenders); provided that no such amendment or waiver shall: 



                  (a)       
          (x) unless signed by all the Lenders directly affected thereby, (i)
          increase or decrease the Commitment of any Lender (except for a ratable decrease
          in the Commitments of all the Lenders and except for an increase in the
          Commitments in accordance with 


52












Section 2.01.2) or subject any Lender
          to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any Reimbursement
          Obligation or any fees hereunder or (iii) postpone the date fixed for any
          payment of principal of or interest on any Loan or Reimbursement Obligation or
          any fees hereunder or for the termination of any Commitment or extend the expiry
          date of any Facility LC to a date after the Facility Termination Date or
          (y) unless signed by each Lender, (i) change the percentage of the
          Commitments or the Aggregate Outstanding Credit Exposure which shall be required
          for the Lenders or any of them to take any action under this Section or any
          other provision of this Agreement or (ii) change Section 9.04
          in a manner that would alter the pro rata sharing of payments required thereby;
          or 



                  (b)       
          unless signed by a Designated Lender or its Designating Lender, subject such
          Designated Lender to any additional obligation or affect its rights hereunder
          (unless the rights of all the Lenders hereunder are similarly affected). 



        No
amendment of any provision of this Agreement affecting the rights or duties of the Agent
shall be effective without the written consent of the Agent, no amendment of any provision
relating to any LC Issuer shall be effective without the written consent of such LC
Issuer, and no amendment of any provision of this Agreement relating to any Swing Line
Lender or any Swing Line Loans shall be effective without the written consent of the
applicable Swing Line Lenders. 



        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 Borrower may not assign or otherwise transfer any of its rights
under this Agreement without the prior written consent of all Lenders. 



                  (b)       
          Any Lender may at any time grant to one or more banks or other institutions
          (each a “Participant”) participating interests in its
          Commitment or any or all of its  Credit Exposure. In the event of any
          such grant by a Lender of a participating interest to a Participant, whether or
          not upon notice to the Borrower and the Agent, such Lender shall remain
          responsible for the performance of its obligations hereunder, and the Borrower
          and the Agent shall continue to deal solely and directly with such Lender in
          connection with such Lender’s rights and obligations under this Agreement.
          Any agreement pursuant to which any Lender may grant such a participating
          interest shall provide that such Lender shall retain the sole right and
          responsibility to enforce the obligations of the Borrower 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 Lender will not agree to any modification,
          amendment or waiver of this Agreement described in clause (i),
          (ii), or (iii) of Section 9.05(a) without the consent of the Participant. The Borrower 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 Lender may at any time assign to one or more banks or other institutions
          (each an “Assignee”) all, or a proportionate part (equivalent
          to an initial Commitment of not less than $10,000,000) of all, of its rights and
          obligations under this Agreement and any


53











Loan Document, and such Assignee shall
          assume such rights and obligations, pursuant to an Assignment and Assumption
          Agreement in substantially the form of Exhibit D hereto executed by such
          Assignee and such transferor Lender, with (and subject to) the subscribed
          consent of the Borrower and the Agent; provided that if an Assignee
          is an affiliate of such transferor Lender or was a Lender immediately prior to
          such assignment, no such consents shall be required; and provided, further,
          that such assignment may, but need not, include rights of the transferor Lender
          in respect of outstanding Competitive Bid Loans. Upon execution and delivery of
          such instrument and payment by such Assignee to such transferor Lender of an
          amount equal to the purchase price agreed between such transferor Lender and
          such Assignee, such Assignee shall be a Lender party to this Agreement with
          respect to the interest assigned and shall have all the rights and obligations
          of a Lender with a Commitment as set forth in such instrument of assumption, and
          the transferor Lender 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 transferor Lender, the Agent and the Borrower shall make appropriate
          arrangements so that, if required, a new Note is issued to the Assignee. In
          connection with any such assignment (other than an assignment to an affiliate of
          the transferor Lender), the transferor Lender shall pay to the Agent an
          administrative fee for processing such assignment in the amount of $3,500. If
          the Assignee is not incorporated under the laws of the United States of America
          or a state thereof, it shall deliver to the Borrower and the Agent certification
          as to exemption from deduction or withholding of any United States federal
          income taxes in accordance with Section 8.04. 



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



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



        Section
9.07.      Designated Lenders. (a) Subject to the provisions of this Section
9.07(a), any Lender may from time to time elect to designate an Eligible Designee to
provide all or a portion of the Ratable Loans and/or Competitive Bid Loans to be made by
such Lender pursuant to this Agreement; provided that such designation shall not be
effective unless the Borrower and the Agent consent thereto, which consent shall not be
unreasonably withheld. When a Lender and its Eligible Designee shall have signed an
agreement substantially in the form of Exhibit E hereto (a “Designation
Agreement”) and the Borrower and the Agent shall have signed their respective
consents thereto, such Eligible Designee shall become a Designated Lender for purposes of
this Agreement. The Designating Lender shall thereafter have the right to permit such
Designated Lender to provide all or a portion of the Ratable Loans and/or Competitive Bid
Loans to be made by such Designating Lender pursuant to Section 2.01 or
2.03, and the making of such Ratable Loans and/or 


54











Competitive Bid Loans or portions
thereof shall satisfy the obligation of the Designating Lender to the same extent, and as
if, such Ratable Loans and/or Competitive Bid Loans or portion thereof were made by the
Designating Lender. As to any Ratable Loans and/or Competitive Bid Loans or portion
thereof made by it, each Designated Lender shall have all the rights that a Lender making
such Ratable Loans and/or Competitive Bid 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 Lender and (y) its Designating
Lender shall remain solely responsible to the other parties hereto for the performance of
its obligations under this Agreement, including its obligations in respect of the Ratable
Loans and/or Competitive Bid Loans or portion thereof made by it. No additional Note shall
be required to evidence Ratable Loans and/or Competitive Bid Loans or portions thereof
made by a Designated Lender; and the Designating Lender shall be deemed to hold its Note,
if any, as agent for its Designated Lender to the extent of the Ratable Loans and/or
Competitive Bid Loans or portion thereof funded by such Designated Lender. Each
Designating Lender shall act as administrative agent for its Designated Lender and give
and receive notices and other communications on its behalf. Any payments for the account
of any Designated Lender shall be paid to its Designating Lender as administrative agent
for such Designated Lender and neither the Borrower nor the Agent shall be responsible for
any Designating Lender’s application of such payments. In addition, any Designated
Lender may (i) with notice to, but without the prior written consent of the Borrower or
the Agent, assign all or portions of its interest in any Ratable Loans and/or Competitive
Bid Loans to its Designating Lender or to any financial institutions consented to by the
Borrower and the Agent providing liquidity and/or credit facilities to or for the account
of such Designated Lender to support the funding of Ratable Loans and/or Competitive Bid
Loans or portions thereof made by such Designated Lender and (ii) disclose on a
confidential basis any non-public information relating to its Ratable Loans and/or
Competitive Bid Loans or portions thereof to any rating agency, commercial paper dealer or
provider of any guarantee, surety, credit or liquidity enhancement to such Designated
Lender to the extent permitted by Section 9.09. 



                  (b)       
          Each party to this Agreement agrees that it will not institute against, or join
          any other Person in instituting against, any Designated Lender any bankruptcy,
          reorganization, arrangement, insolvency or liquidation proceeding or other
          proceeding under any federal or state bankruptcy or similar law, for one year
          and a day after all outstanding senior indebtedness of such Designated Lender is
          paid in full. The Designating Lender for each Designated Lender 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 Lender. This Section 9.07(b) shall survive the
          termination of this Agreement. 



        Section
9.08.      Collateral. Each of the Lenders represents to the Agent and each of the other
Lenders 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.      Confidentiality. The Agent, the LC Issuers and the Lenders each agree to hold
any confidential information which it may receive from the Borrower in connection with
this Agreement in confidence, except for disclosure (a) to its affiliates and to the Agent
and any other Lender and their respective affiliates, (b) to legal counsel, accountants,
and other professional advisors to such Lender or to a Participant or Assignee to which
disclosure would be permitted under clause (f)(ii) below (it being understood that, to the
extent such Persons do


55











not have fiduciary duties of confidentiality to the Agent, the LC
Issuer or the Lender making such disclosure, such Persons will be informed of the
confidential nature of such information and instructed to keep such information
confidential), (c) to regulatory officials, (d) to any Person as requested pursuant
to or as required by law, regulation, or legal process, (e) in connection with any
legal proceeding relating hereto or to the exercise of remedies or the enforcement or
rights hereunder, (f)(i) to its actual or prospective contractual counterparties in
swap agreements relating to the Borrower and its obligations or to legal counsel,
accountants and other professional advisors to such counterparties or (ii) to
prospective Participants and Assignees, in each case that agree in writing to be bound by
this Section 9.09 or similar confidentiality provisions, and (g) to rating
agencies if requested or required by such agencies in connection with a rating relating to
the Advances hereunder. The Borrower agrees that from and after the date hereof the terms
of this Section 9.09 shall set forth the entire agreement between the Borrower and
each Lender (including the Agent) and each LC Issuer with respect to any confidential
information previously or hereafter received by such Lender or such LC Issuer in
connection with this Agreement, and this Section 9.09 shall supersede any and all
prior confidentiality agreements entered into by such Lender or such LC Issuer with
respect to such confidential information. 



        Section
9.10.      USA PATRIOT ACT NOTIFICATION. The following notification is provided to
Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318: 



        IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the
funding of terrorism and money laundering activities, Federal law requires all financial
institutions to obtain, verify, and record information that identifies each person or
entity that opens an account, including any deposit account, treasury management account,
loan, other extension of credit, or other financial services product. What this means for
the Borrower: When the Borrower opens an account, the Agent, the LC Issuers and the
Lenders will ask for the Borrower’s name, tax identification number, business
address, and other information that will allow the Agent, the LC Issuers and the Lenders
to identify the Borrower. The Agent, the LC Issuers and the Lenders may also ask to see
the Borrower’s legal organizational documents or other identifying documents. 



        Section
9.11.      Governing Law; Submission to Jurisdiction. THIS AGREEMENT AND EACH NOTE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. THE
BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN
CHICAGO FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE BORROWER 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. 


56







        Section
9.12.      Waiver of Jury Trial. THE BORROWER, THE AGENT, EACH LC ISSUER AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATING TO, OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER. 



        Section
9.13.      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. 




[signature pages follow] 











57








        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. 



	 	EMERSON ELECTRIC CO. 




	 	By: 	 /s/ Walter J. Galvin 

	 		Walter J. Galvin

                                                            Executive Vice President &

                                                            Chief Financial Officer  





	 	By: 	  /s/ David J. Rabe 

	 		David J. Rabe

                                                            Vice President & Treasurer  






	 	Address:	8000 W. Florissant Avenue

                                                                       St. Louis, MO 63136  
	 	Facsimile:	(314) 553-2463








	 	BANK ONE, NA (Main Office Chicago), as Agent and as a Lender 




	 	By: 	 /s/ William J. Oleferchik
 
	 	Title: 	  Managing Director, Capital Markets
 




	 	Address:	1 Bank One Plaza

                                                                       Chicago, Illinois 60670

                                                                       Attention: William J. Oleferchik 
	 	Telephone:	(312) 732-2947
	 	Facsimile:	(312) 732-3888









S-1
[TO LONG-TERM CREDIT
AGREEMENT] 














	 	 JPMORGAN CHASE BANK, as Syndication Agent and as a Lender





	 	By: 	 /s/ Robert T. Sacks
 
	 	Title: 	   Managing Director 
 



















S-2
[TO LONG-TERM CREDIT
AGREEMENT] 










	 	  BANK OF AMERICA, N.A., as Co-Arranger and Syndication Agent and as a Lender





	 	By: 	  /s/ Brian D. Corum
 
	 	Title: 	   Managing Director 
 



















S-3
[TO LONG-TERM CREDIT
AGREEMENT] 












	 	 CITIBANK, N.A., as Co-Arranger and Documentation Agent and as a Lender




	 	By: 	 /s/ David L. Harris
 
	 	Title: 	   Vice President 
 



















S-4
[TO LONG-TERM CREDIT
AGREEMENT] 










	 	MORGAN STANLEY BANK, as Senior Managing Agent and as a Lender




	 	By: 	 /s/ Daniel Twenge 
 
	 	Title: 	   Vice President
   Morgan Stanley Bank 



















S-5
[TO LONG-TERM CREDIT
AGREEMENT] 
















	 	BNP PARIBAS, as Senior Managing Lender as a Lender




	 	By: 	 /s/ Peter C. Labrie 
 
	 	Title: 	   Central Region Manager 
 





	 	By: 	 /s/ Christine L. Howatt 
 
	 	Title: 	   Director 
 


















S-6
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	ROYAL BANK OF CANADA, as a Lender




	 	By: 	  /s/ Scott Umbs
 
	 	Title: 	   Authorized Signatory 
 



















S-7
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	BARCLAYS BANK plc, as a Lender




	 	By: 	 /s/ L. Peter Yetman
 
	 	Title: 	 Director
 
























S-8
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	 UNICREDIT S.p.A NEW YORK BRANCH, as a Lender




	 	By: 	 /s/ Christopher J. Eldin
 
	 	Title: 	   First Vice President &
   Deputy Manager






	 	By: 	 /s/ Saiyed A. Abbas
 
	 	Title: 	   Vice President 



















S-9
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	 FORTIS BANK, as a Lender




	 	By: 	 /s/ Paul B.J. van Oorschot 
 
	 	Title: 	  
 




	 	By: 	 /s/ Eelco Belauff 
 
	 	Title: 	  
 


















S-10
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	 STANDARD CHARTERED BANK, as a Lender




	 	By: 	 /s/ David B. Edwards
 
	 	Title: 	   Senior Vice President
 




	 	By: 	 /s/ Robert K. Reddington
 
	 	Title: 	   AVP/Credit Documentation
   
Standard Chartered Bank




















S-11
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	THE NORTHERN TRUST COMPANY, as a Lender




	 	By: 	 /s/ Ashish S. Bhagwat
 
	 	Title: 	   Vice President
 


















S-12
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	 THE BANK OF NEW YORK, as a Lender




	 	By: 	 /s/ Mark Wrigley
 
	 	Title: 	   Vice President
 



















S-13
[TO LONG-TERM CREDIT
AGREEMENT] 










	 	 SOCIETE GENERALE, as a Lender




	 	By: 	 /s/ Maria Iarriccio
 
	 	Title: 	   Vice President
 




















S-14
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	SKANDINAVISKA ENSKILDA BANKEN, as a Lender




	 	By: 	 /s/ John Sonander
 
	 	Title: 	   Authorized Signatory 
 





















S-15
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	WACHOVIA BANK, N.A., as a Lender




	 	By: 	 /s/ Nathan Rantala 
 
	 	Title: 	   Vice President 
 



















S-16
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	UBS LOAN FINANCE LLC, as a Lender




	 	By: 	 /s/ Wildred V. Saint
 
	 	Title: 	    Associate Director

   Banking Products
   Services, US






	 	By: 	 /s/ Sailoz Sikka
 
	 	Title: 	    Associate Director





















S-17
[TO LONG-TERM CREDIT
AGREEMENT] 











	 	SUMITOMO MITSUI BANKING
CORPORATION, as a Lender




	 	By: 	 /s/ Peter R.C. Knight 
 
	 	Title: 	   Joint General Manager
 


















S-18
[TO LONG-TERM CREDIT
AGREEMENT] 










	 	BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Lender




	 	By: 	 /s/ P. Shah
 
	 	Title: 	   Vice President
 



















S-19
[TO LONG-TERM CREDIT
AGREEMENT] 










	 	ICBC SHANGHAI MUNICIPAL BRANCH, as a Lender




	 	By: 	 /s/ Gu Guoming 
 
	 	Title: 	   Vice President 
 


















S-20
[TO LONG-TERM CREDIT
AGREEMENT] 










	 	BANK OF CHINA, Los Angeles Branch as a Lender




	 	By: 	 /s/ Haiping Liu 
 
	 	Title: 	   EVP & Head of Los Angeles Branch 
 





















S-21
[TO LONG-TERM CREDIT
AGREEMENT] 














PRICING SCHEDULE 



Each of “Applicable
Margin,” “Applicable Facility Fee Rate” and “Applicable
LC Fee Rate” means, for any date, the rate set forth below in the row opposite
such term and in the column corresponding to the Status that exists on such date: 


	 	LEVEL I
STATUS	LEVEL II
STATUS	LEVEL III
STATUS	LEVEL IV
STATUS	LEVEL V
STATUS
	Applicable Margin	0.19%	0.23%	0.27%	0.36%	0.50%
	Applicable 
 Facility  Fee Rate	0.06%	0.07%	0.08	0.09%	0.125%
	Applicable LC Fee Rate	0.25%	0.30%	0.35%	0.45%	0.625%





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



        “Level
I Status” exists on any date if, on such date, the Borrower’s Moody’s
Rating is Aa3 or better and the Borrower’s S&P Rating is AA- or better. 



        “Level
II Status” exists on at any date if, on such date, (a) the Borrower has not
qualified for Level I Status and (b) the Borrower’s Moody’s Rating is A1 or
better and the Borrower’s S&P Rating is A+ or better. 



        “Level
III Status” exists on any date if, on such date, (a) the Borrower has not
qualified for Level I Status or Level II Status and (b) the Borrower’s Moody’s
Rating is A2 or better and the Borrower’s S&P Rating is A or better. 



        “Level
IV Status” exists on any date if, on such date, (a) the Borrower has not
qualified for Level I Status, Level II Status or Level III Status and (b) the
Borrower’s Moody’s Rating is A3 or better and the Borrower’s S&P Rating
is A- or better. 



        “Level
V Status” exists on any date if, on such date, the Borrower has not qualified for
Level I Status, Level II Status, Level III Status or Level IV Status. 



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



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














        “Status”
means any of Level I Status, Level II Status, Level III Status, Level IV Status or Level V
Status. 



        The
Applicable Margin, the Applicable Facility Fee Rate and the Applicable LC Fee Rate shall
be determined in accordance with the foregoing table based on the Borrower’s Status
as determined from its then-current Moody’s Rating and S&P Rating. The credit
rating in effect on any date for the purposes of this  Schedule is that in effect
at the close of business on such date. If at any time the Borrower has no Moody’s
Rating or no S&P Rating, Level V Status shall exist; provided, however,
that (a) if Moody’s no longer issues senior unsecured debt ratings for
publicly-traded companies, then the Borrower’s Status shall be based solely upon its
S&P Rating and (b) if S&P no longer issues senior unsecured debt ratings for
publicly-traded companies, then the Borrower’s Status shall be based solely upon its
Moody’s Rating. 










SCHEDULE 1.1(a) 




COMMITMENT SCHEDULE 




	Lender	 	Commitment	 
	Bank One, NA	 	$        219,166,666,67	
	JPMorgan Chase Bank, N.A	 	$        219,166,666.67	
	Bank of America, N.A	 	$        200,000,000.00	
	Citibank, N.A	 	$        200,000,000.00	
	Morgan Stanley Bank	 	$        133,333,333.33	
	BNP Paribas	 	$        133,333,333.33	
	Royal Bank of Canada	 	$        100,000,000.00	
	Unicredit S.p.A. New York Branch	 	$          66,666,666.67	
	Fortis Bank 	 	$          50,000,000.00	
	Standard Chartered Bank	 	$          50,000,000.00	
	The Northern Trust Company	 	$          50,000,000.00	
	The Bank of New York	 	$          50,000,000.00	
	Societe Generale	 	$          50,000,000.00	
	Skandanaviska Enskilda Banken AB	 	$          33,333,333.33	
	Wachovia Bank, N.A	 	$          33,333,333.33	
	UBS Loan Finance LLC	 	$          33,333,333.33	
	SMBC	 	$          33,333,333.33	
	Bank of Tokyo-Mitsubishi	 	$          33,333,333.33	
	ICBC Shanghai Municipal Branch	 	$          25,000,000.00	
	Bank of China	 	$          20,000,000.00	
	                                 TOTAL	 	$       1,833,333,333.33	 














SCHEDULE 1.1(b) 




EUROCURRENCY PAYMENT
OFFICES 


	Currency 	 Eurocurrency Payment Office 	 




	Dollars 	Bank One, NA, Chicago, Illinois	 




	Euros 	Bank One, NA, Chicago, Illinois	 




	British Pounds Sterling  	Bank One, NA, Chicago, Illinois 	 




	Japanese Yen 	Bank One, NA, Chicago, Illinois	 


















EXHIBIT A-1 —
Ratable Note 




RATABLE NOTE 




Chicago, Illinois

______________, 20__ 



        For
value received, Emerson Electric Co., a Missouri corporation (the
“Borrower”), promises to pay to the order of ______________________ (the
“Lender”), for the account of its Applicable Lending Office, the unpaid
principal amount of each Ratable Loan made by the Lender to the Borrower pursuant to the
Credit Agreement referred to below on the maturity date provided for in the Credit
Agreement. The Borrower promises to pay interest on the unpaid principal amount of each
such Ratable Loan on the dates and at the rate or rates provided for in the Credit
Agreement. All such payments of principal and interest shall be made in immediately
available funds at the place specified pursuant to Article 2 of the Credit Agreement. 



        All
Ratable Loans made by the Lender, the respective types, currencies and maturities thereof
and all repayments of the principal thereof shall be recorded by the Lender and, if the
Lender so elects in connection with any transfer or enforcement hereof, appropriate
notations to evidence the foregoing information with respect to each such Ratable Loan
then outstanding may be endorsed by the Lender on the schedule attached hereto, or on a
continuation of such schedule attached to and made a part hereof; provided that the
failure of the Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Credit Agreement. 



        This
note is one of the Ratable Notes referred to in the Long-Term Credit Agreement dated as of
March ___, 2004 among Emerson Electric Co., the Lenders and LC Issuers parties
thereto, and Bank One, NA, as Agent (as the same may be amended from time to
time, the “Credit Agreement”). Terms defined in the Credit Agreement are
used herein with the same meanings. Reference is made to the Credit Agreement for
provisions for the prepayment hereof and the acceleration of the maturity hereof. 


	 	 EMERSON ELECTRIC CO.





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 














RATABLE LOANS AND
PAYMENTS OF PRINCIPAL 


	Date 	Amount
of
Loan 	Type
of
 Loan 	Amount of
Principal
Repaid 	Maturity
Date 	Notation
Made by 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 












EXHIBIT A-2 — Swing
Line Note 




SWING LINE NOTE 




Chicago, Illinois

______________, 20__ 



        For
value received, Emerson Electric Co., a Missouri corporation (the
“Borrower”), promises to pay to the order of ______________________ (the
“Lender”), for the account of its Applicable Lending Office, the unpaid
principal amount of each Swing Line Loan made by the Lender to the Borrower pursuant to
the Credit Agreement referred to below on the maturity date provided for in the Credit
Agreement. The Borrower promises to pay interest on the unpaid principal amount of each
such Swing Line Loan on the dates and at the rate or rates provided for in the Credit
Agreement. All such payments of principal and interest shall be made in immediately
available funds at the place specified pursuant to Article 2 of the Credit Agreement. 



        All
Swing Line Loans made by the Lender, the respective currencies and maturities thereof and
all repayments of the principal thereof shall be recorded by the Lender and, if the Lender
so elects in connection with any transfer or enforcement hereof, appropriate notations to
evidence the foregoing information with respect to each such Swing Line Loan then
outstanding may be endorsed by the Lender on the schedule attached hereto, or on a
continuation of such schedule attached to and made a part hereof; provided that the
failure of the Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Credit Agreement. 



        This
note is one of the Swing Line Notes referred to in the Long-Term Credit Agreement dated as
of March ___, 2004 among Emerson Electric Co., the Lenders and LC Issuers parties
thereto, and Bank One, NA, as Agent (as the same may be amended from time to
time, the “Credit Agreement”). Terms defined in the Credit Agreement are
used herein with the same meanings. Reference is made to the Credit Agreement for
provisions for the prepayment hereof and the acceleration of the maturity hereof. 


	 	 EMERSON ELECTRIC CO.





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 













SWING LINE LOANS AND
PAYMENTS OF PRINCIPAL 


	Date 	Amount
of
Loan 	Type
of
 Loan 	Amount of
Principal
Repaid 	Maturity
Date 	Notation
Made by 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 










EXHIBIT A-3 —
Competitive Bid Note 




COMPETITIVE BID NOTE 




Chicago, Illinois

______________, 20__ 



        For
value received, Emerson Electric Co., a Missouri corporation (the
“Borrower”), promises to pay to the order of ______________________ (the
“Lender”), for the account of its Applicable Lending Office, the unpaid
principal amount of each Competitive Bid Loan made by the Lender to the Borrower pursuant
to the Credit Agreement referred to below on the maturity date provided for in the Credit
Agreement. The Borrower promises to pay interest on the unpaid principal amount of each
such Competitive Bid Loan on the dates and at the rate or rates provided for in the Credit
Agreement. All such payments of principal and interest shall be made in immediately
available funds at the place specified pursuant to Article 2 of the Credit Agreement. 



        All
Competitive Bid Loans made by the Lender, the respective types, currencies and maturities
thereof and all repayments of the principal thereof shall be recorded by the Lender and,
if the Lender so elects in connection with any transfer or enforcement hereof, appropriate
notations to evidence the foregoing information with respect to each such Competitive Bid
Loan then outstanding may be endorsed by the Lender on the schedule attached hereto, or on
a continuation of such schedule attached to and made a part hereof; provided that
the failure of the Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Credit Agreement. 



        This
note is one of the Competitive Bid Notes referred to in the Long-Term Credit Agreement
dated as of March ___, 2004 among Emerson Electric Co., the Lenders and LC Issuers
parties thereto, and Bank One, NA, as Agent (as the same may be amended from
time to time, the “Credit Agreement”). Terms defined in the Credit
Agreement are used herein with the same meanings. Reference is made to the Credit
Agreement for provisions for the prepayment hereof and the acceleration of the maturity
hereof. 


	 	 EMERSON ELECTRIC CO.





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 













COMPETITIVE BID LOANS
AND PAYMENTS OF PRINCIPAL 


	Date 	Amount
of
Loan 	Type
of
 Loan 	Amount of
Principal
Repaid 	Maturity
Date 	Notation
Made by 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 
	
 
	 










EXHIBIT B —
Opinion of In-House Counsel for the Borrower 











EXHIBIT C —
Opinion of Special Counsel for the Agent 




























2









EXHIBIT D —
Assignment and Assumption Agreement 






ASSIGNMENT AND
ASSUMPTION AGREEMENT 



        
AGREEMENT  dated  as of  _________,  ____  among  [NAME OF  ASSIGNOR]  (the  “Assignor”),  [NAME  OF  ASSIGNEE]  (the
“Assignee”), EMERSON ELECTRIC CO.  (the “Borrower”) and BANK ONE, NA, as Agent (the “Agent”).



        WHEREAS,
this Assignment and Assumption Agreement (the “Agreement”) relates to the
Long-Term Credit Agreement dated as of March ___, 2004 among the Borrower, the
Assignor and the other Lenders and LC Issuers party thereto, as Lenders and LC Issuers,
and the Agent (as heretofore amended, the “Credit Agreement”); 



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



        WHEREAS,
Credit Extensions made to the Borrower 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 Credit Exposure, 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 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 Credit Extensions made by the Assignor outstanding at the date
hereof; provided, that any such assignment may, but need not, include rights of the
Assignor in respect of outstanding Competitive Bid Loans. Upon the execution and delivery
hereof by the Assignor, the Assignee, the Borrower and the 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 Lender under the Credit Agreement with a Commitment in an amount
equal to the Assigned Amount, 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 with respect to the Assigned Amount are for the
account of the Assignor and such fees accruing from and including the date hereof 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 Borrower and the Agent. This Agreement is conditioned upon the
consent of the Borrower and the Agent pursuant to Section 9.06(c) of the
Credit Agreement. The execution of this Agreement by the Borrower and the Agent is
evidence of this consent. If requested by the Assignee pursuant to Section 2.13(d) of
the Credit Agreement, the Borrower agrees to execute and deliver appropriate Note(s)
payable to the order of the Assignee to evidence the assignment and assumption provided
for herein. 



        SECTION
5. 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 Borrower, or the validity and enforceability of the
obligations of the Borrower in respect of the Credit Agreement or any Note. 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
Borrower. 



        SECTION
6. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois. 



        SECTION
7. 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. 










	* 
	Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the 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.












        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. 


	 	 [NAME OF ASSIGNOR]





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 





	 	 [NAME OF ASSIGNEE]





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 





	 	 EMERSON ELECTRIC CO.





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 





	 	BANK ONE, NA, as Agent





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 















EXHIBIT E —
Designation Agreement(Section 
9.07) 




DESIGNATION AGREEMENT 




dated as of
________________, _____ 



        Reference
is made to the Long-Term Credit Agreement dated as of March ___, 2004 (as amended
from time to time, the “Credit Agreement”) among Emerson Electric Co., a
Missouri corporation (the “Borrower”), the Lenders and LC Issuers party
thereto and Bank One, NA, as Agent (the “Agent”). Terms
defined in the Credit Agreement are used herein with the same meaning. 


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



             (a)       
          The Designator designates the Designee as its Designated Lender under the Credit
          Agreement and the Designee accepts such designation. 



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



             (c)       
          The Designee confirms that it is an Eligible Designee; 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; and
          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
          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(b) of the
          Credit Agreement. 



             (d)       
          The Designee confirms that it has received a copy of the Credit Agreement,
          together with copies of the most recent financial statements referred to in
          Section 4.04 or delivered pursuant to Section 5.01 thereof and such other
          documents and information as it has deemed appropriate to make its own credit
          analysis and decision to enter into this Designation Agreement; agrees that it
          will, independently and without reliance upon the Agent, the Designator, any LC
          Issuer or any other Lender and based on such documents and information as it
          shall deem appropriate at the time, continue to make its own credit decisions in
          taking or not taking any action it may be permitted to take under the Credit
          Agreement. The Designee 













acknowledges that it is subject to and bound by the
          confidentiality provisions of the Credit Agreement (except as provided in
          Sections 9.07(a) and 9.09 thereof). 



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



             (f)       
          Upon the effectiveness hereof, (i) the Designee shall have the right to make
          Ratable Loans and/or Competitive Bid Loans or portions thereof as a Lender
          pursuant to Section 2.02 or 2.05 of the Credit Agreement and the rights of
          a Lender related thereto and (ii) 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. 



             (g)       
          This Designation Agreement shall be governed by, and construed in accordance
          with, the laws of the State of Illinois. 



         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: 	 
 










*   This date should be no earlier than the date of the Agent's consent hereto.










2









	 	[NAME OF DESIGNATEE]





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 








The undersigned consent to the
foregoing designation. 


	 	EMERSON ELECTRIC CO.





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 






	 	BANK ONE, NA, as Agent





	 	By: 	 
 
	 	Name: 	 
 
	 	Title: 	 
 












3















EXHIBIT F – Competitive Bid Quote Request
(Section 2.05.2) 



     _________________, ________          


To:         Bank One, NA,

                  as  agent (the “Agent”)




From:      Emerson Electric
Co. (the “Borrower”) 


	Re: 
	Long-Term  Credit  Agreement  dated as of March ___, 2004 (as amended,  supplemented  or otherwise  modified from time to time
         through the date hereof, the “Agreement”)  among the Borrower,  the Lenders and LC Issuers from time to time party thereto and
         Bank One, NA, as Agent






             1.       
          Capitalized terms used herein have the meanings assigned to them in the
          Agreement. 



             2.       
          We hereby give notice pursuant to Section 2.05.2 of the Agreement that we
          request Competitive Bid Quotes for the following proposed Competitive Bid
          Advance(s): 


        Borrowing Date: _________, ____


	  	Principal Amount1  	  	Interest Period2 	  




	$	
 		
 	






             3.       
          Such Competitive Bid Quotes should offer [a Competitive Bid Margin] [an Absolute
          Rate]. 











1 Amount must be at least $10,000,000 and an integral multiple of $1,000,000.


2One,  two,  three  or six  months  (Eurocurrency  Auction)  or at least 7 and up to 180  days  (Absolute  Rate
     Auction),  subject to the provisions of the  definitions  of  Eurocurrency  Interest  Period and Absolute Rate
     Interest Period.










	 	EMERSON ELECTRIC CO.





	 	By: 	 
 
	 	Title: 	 
 










EXHIBIT G – Invitation for Competitive Bid Quotes
(Section 2.05.3) 



     _________________, ______ 

	To: 
	Each of the Lenders party to the Agreement

         referred to below







	Re: 
	Invitation for
      Competitive Bid Quotes to
 Emerson Electric Co. (the “Borrower”)







        Pursuant
to Section 2.05.3 of the Long-Term Credit Agreement dated as of March ___, 2004 (as
amended, supplemented or otherwise modified from time to time through the date hereof, the
“Agreement”) among the Borrower, the Lenders and LC Issuers from time to
time party thereto and Bank One, NA, as Agent, we are pleased on behalf of
the Borrower to invite you to submit Competitive Bid Quotes to the Borrower for the
following proposed Competitive Bid Advance(s): 


        Borrowing Date:  _________, ____


	  	Principal Amount1  	  	Interest Period2 	  




	$	
 		
 	



        Such
Competitive Bid Quotes should offer [a Competitive Bid Margin] [an Absolute Rate]. Your
Competitive Bid Quote must comply with Section 2.05.4 of the Agreement and the foregoing.
Capitalized terms used herein have the meanings assigned to them in the Agreement. 



        Please
respond to this invitation by no later than 9:00 a.m. (Chicago time) on _________, ____. 


	 	BANK ONE, NA,
    
                                                       as Agent





	 	By: 	 
 
	 	Title: 	 
 










EXHIBIT H —
Competitive Bid Quote
(Section 2.05.4) 



     _________________, ______ 


	 To:
	Bank One, NA,
   
           as Agent






	 Re:
	Competitive Bid Quote to Emerson Electric Co. (the “Borrower”)








        In
response to your invitation on behalf of the Borrower dated _________, ____, we hereby
make the following Competitive Bid Quote pursuant to Section 2.05.4 of the Agreement
hereinafter referred to on the following terms: 


1.     Quoting Lender: ________________


2.     Person to contact at Quoting Lender: ________________ 




3.     Borrowing Date: _______________


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
Amount2	Interest
Period3	[Competitive
Bid Margin4] 	[Absolute
   Rate   5] 	Maximum 
 Amount  6




	  	$________	__________ 	__________ 	__________	$___________









	1	
As
set forth in the related Invitation for Competitive Bid Quotes. 






	2	
Principal amount bid for each Interest Period may not exceed the principal amount requested. Bids
must be made for at least $5,000,000 and an integral multiple of $1,000,000. 






	3	
One, two, three or six months or at least 7 and up to 180 days, as specified in the related
Invitation For Competitive Bid Quotes. 






	4	
Competitive Bid Margin over or under the Eurocurrency Reference Rate determined for the applicable
Interest Period. Specify percentage (rounded to the nearest 1/10,000 of 1%) and specify
whether “PLUS” or “MINUS”. 






	5	
Specify
rate of interest per annum (rounded to the nearest 1/10,000 of 1%).






	6	
Specify maximum amount, if any, which the Borrower may
accept (see Section 2.05.4(b)(ii)). 
















        We
understand and agree that the offer(s) set forth above, subject to the satisfaction of the
applicable conditions set forth in the Long-Term Credit Agreement dated as of
_________________ (as amended, supplemented or otherwise modified from time to time
through the date hereof, the “Agreement”) among the Borrower, the Lenders
and LC Issuers from time to time party thereto and Bank One, NA, as Agent,
irrevocably obligates us to make the Competitive Bid Loan(s) for which any offer(s) are
accepted, in whole or in part. Capitalized terms used herein and not otherwise defined
herein shall have their meanings as defined in the Agreement. 


	  	Very truly yours, 




	  	[NAME OF LENDER] 




	  	By: 	 
 




	  	Title: