a6179760ex10.htm


     

    Exhibit
10l

     

     

     

    
      


       

      MULTICURRENCY REVOLVING
CREDIT AGREEMENT

       

      DATED as
of December 8, 2000

       

      between

       

      Rogers
Corporation,

       

      The
lending institutions listed on Schedule 1,

       

      and

       

      Fleet
National Bank, as Agent

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      TABLE
OF CONTENTS

       

      
        
          
            
              	
                      1.

                    	DEFINITIONS
      AND RULES OF INTERPRETATION.	
                      1

                    
	
                       

                    	
                      1.1.  Definitions.

                    	
                      1

                    
	
                       

                    	
                      1.2.  Rules
      of Interpretation.

                    	
                      26

                    
	
                      2.

                    	THE
      REVOLVING CREDIT FACILITY.	
                      27

                    
	
                       

                    	
                      2.1.  Commitment
      to Lend.

                    	
                      27

                    
	
                       

                    	
                      2.2.  Commitment
      Fee.

                    	
                      28

                    
	
                       

                    	
                      2.3.  Reduction
      of Total Commitment.

                    	
                      28

                    
	
                       

                    	
                      2.4.  The
      Revolving Credit Notes.

                    	
                      28

                    
	
                       

                    	
                      2.5.  Interest
      on the Loans.

                    	
                      29

                    
	
                       

                    	
                      2.6.  Requests
      for the Loans.

                    	
                      29

                    
	
                       

                    	
                      2.7.  Conversion
      Options.

                    	
                      30

                    
	
                       

                    	 	
                      2.7.1.  Conversion
      to Different Type of Loan.

                    	
                      30

                    
	
                       

                    	 	2.7.2.  Continuation
      of Type of Loan.	
                      31

                    
	
                       

                    	 	
                      2.7.3.  Eurocurrency
      Rate Loans.

                    	
                      32

                    
	
                       

                    	
                      2.8.  Funds
      for Loans.

                    	
                      32

                    
	
                       

                    	 	
                      2.8.1.  Funding
      Procedures.

                    	
                      32

                    
	
                       

                    	 	
                      2.8.2.  Replacement
      Banks.

                    	
                      33

                    
	
                       

                    	
                      2.9. Optional
      Currencies.

                    	
                      33

                    
	
                       

                    	 	
                      2.9.1. General.

                    	
                      33

                    
	
                       

                    	 	
                      2.9.2. Exchange
      Rate.

                    	
                      34

                    
	
                       

                    	 	
                      2.9.3. Multiple
      Denominations.

                    	
                      34

                    
	
                       

                    	 	
                      2.9.4. Funding.

                    	
                      35

                    
	
                      3.

                    	REPAYMENT
      OF THE REVOLVING CREDIT LOANS.	
                      35

                    
	
                       

                    	
                      3.1.  Maturity.

                    	
                      35

                    
	
                       

                    	
                      3.2.  Mandatory
      Repayments of the Loans.

                    	
                      35

                    
	
                       

                    	
                      3.3.  Optional
      Repayments of the Loans.

                    	
                      36

                    
	
                      4.

                    	LETTERS
      OF CREDIT.	
                      36

                    
	
                       

                    	
                      4.1.  Letter
      of Credit Commitments.

                    	
                      36

                    
	
                       

                    	 	
                      4.1.1.  Commitment
      to Issue Letters of Credit.

                    	
                      36

                    
	
                       

                    	 	
                      4.1.2.  Letter
      of Credit Applications.

                    	
                      37

                    
	
                       

                    	 	
                      4.1.3.  Terms
      of Letters of Credit.

                    	
                      37

                    
	
                       

                    	 	
                      4.1.4.  Reimbursement
      Obligations of Banks.

                    	
                      38

                    
	
                       

                    	 	
                      4.1.5.  Participations
      of Banks.

                    	
                      38

                    
	
                       

                    	
                      4.2.  Reimbursement
      Obligation of the Borrower.

                    	
                      38

                    
	
                       

                    	
                      4.3.  Letter
      of Credit Payments.

                    	
                      39

                    
	
                       

                    	
                      4.4.  Obligations
      Absolute.

                    	
                      40

                    
	
                       

                    	
                      4.5.  Reliance
      by Issuer.

                    	
                      40

                    
	
                       

                    	
                      4.6.  Letter
      of Credit Fee.

                    	
                      41

                    
	
                      5.  

                    	CERTAIN
      GENERAL PROVISIONS.	
                      41

                    
	
                       

                    	
                      5.1.  Arrangement
      Fee.

                    	
                      41

                    
	
                       

                    	
                      5.2.  Agent's
      Fee.

                    	
                      42

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            -ii-

             

            
              	
                       

                    	
                      5.3.  Funds
      for Payments.

                    	 	
                      42

                    
	
                       

                    	 	
                      5.3.1.  Payments
      to Agent.

                    	
                      42

                    
	
                       

                    	 	
                      5.3.2.  No
      Offset, etc.

                    	
                      42

                    
	
                       

                    	 	
                      5.3.3. Currency
      Matters.

                    	
                      43

                    
	
                       

                    	
                      5.4.  Computations.

                    	
                      43

                    
	
                       

                    	
                      5.5.  Inability
      to Determine Eurocurrency Rate.

                    	
                      44

                    
	
                       

                    	
                      5.6.  Illegality.

                    	
                      44

                    
	
                       

                    	
                      5.7.  Additional
      Costs, etc.

                    	
                      45

                    
	
                       

                    	
                      5.8.  Capital
      Adequacy.

                    	
                      47

                    
	
                       

                    	
                      5.9.  Certificate.

                    	
                      47

                    
	
                       

                    	
                      5.10.  Indemnity.

                    	
                      48

                    
	
                       

                    	
                      5.11.  Interest
      After Default.

                    	
                      48

                    
	
                       

                    	
                      5.12. European
      Monetary Union.

                    	
                      48

                    
	
                      6.  

                    	REPRESENTATIONS
      AND WARRANTIES OF THE BORROWER.	
                      50

                    
	
                       

                    	
                      6.1.  Corporate
      Authority.

                    	
                      51

                    
	
                       

                    	 	
                      6.1.1.  Incorporation;
      Good Standing.

                    	
                      51

                    
	
                       

                    	 	
                      6.1.2.  Authorization.

                    	
                      51

                    
	
                       

                    	 	
                      6.1.3.  Enforceability.

                    	
                      51

                    
	
                       

                    	
                      6.2.  Governmental
      Approvals.

                    	
                      52

                    
	
                       

                    	
                      6.3.  Title
      to Properties; Leases.

                    	
                      52

                    
	
                       

                    	
                      6.4.  Financial
      Statements and Projections.

                    	
                      52

                    
	
                       

                    	 	
                      6.4.1.  Fiscal
      Year.

                    	
                      52

                    
	
                    	 	
                      6.4.2.  Financial
      Statements.

                    	
                      52

                    
	
                       

                    	 	
                      6.4.3.  Projections.

                    	
                      53

                    
	
                       

                    	
                      6.5.  No
      Material Changes, Solvency etc.  (a)

                    	
                      53

                    
	
                       

                    	
                      6.6.  Franchises,
      Patents, Copyrights, etc.

                    	
                      54

                    
	
                       

                    	
                      6.7.  Litigation.

                    	
                      54

                    
	
                       

                    	
                      6.8.  No
      Materially Adverse Contracts, etc.

                    	
                      54

                    
	
                       

                    	
                      6.9.  Compliance
      with Other Instruments, Laws, etc.

                    	
                      54

                    
	
                       

                    	
                      6.10.  Tax
      Status.

                    	
                      55

                    
	
                       

                    	
                      6.11.  No
      Event of Default.

                    	
                      55

                    
	
                       

                    	
                      6.12.  Holding
      Company and Investment Company Acts.

                    	
                      55

                    
	
                       

                    	
                      6.13.  Absence
      of Financing Statements, etc.

                    	
                      55

                    
	
                       

                    	
                      6.14.  Certain
      Transactions.

                    	
                      56

                    
	
                       

                    	
                      6.15.  Employee
      Benefit Plans.

                    	
                      56

                    
	
                       

                    	 	
                      6.15.1.  In
      General.

                    	
                      56

                    
	
                    	 	
                      6.15.2.  Terminability
      of Welfare Plans.

                    	
                      56

                    
	
                       

                    	 	
                      6.15.3.  Guaranteed
      Pension Plans.

                    	
                      57

                    
	
                       

                    	 	
                      6.15.4.  Multiemployer
      Plans.

                    	
                      57

                    
	
                       

                    	
                      6.16.  Use
      of Proceeds.

                    	
                      58

                    
	
                       

                    	 	
                      6.16.1.  General.

                    	
                      58

                    
	
                       

                    	 	
                      6.16.2.  Regulations
      U and X.

                    	
                      58

                    
	
                       

                    	 	
                      6.16.3.  Ineligible
      Securities.

                    	
                      58

                    
	
                       

                    	
                      6.17.  Environmental
      Compliance.

                    	
                      58

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            - iii -

             

            	
                     

                  	
                    6.18.  Subsidiaries,
      etc.

                  	
                    61

                  
	
                     

                  	
                    6.19.  Disclosure.

                  	
                    61

                  
	
                    7.  

                  	AFFIRMATIVE
      COVENANTS OF THE BORROWER.	
                    61

                  
	
                     

                  	
                    7.1.  Punctual
      Payment.

                  	
                    61

                  
	
                     

                  	
                    7.2.  Maintenance
      of Office.

                  	
                    61

                  
	
                     

                  	
                    7.3.  Records
      and Accounts.

                  	
                    62

                  
	
                     

                  	
                    7.4.  Financial
      Statements, Certificates and Information.

                  	
                    62

                  
	
                     

                  	
                    7.5.  Notices.

                  	 	
                    64

                  
	
                     

                  	 	
                    7.5.1.  Defaults.

                  	
                    64

                  
	
                     

                  	 	
                    7.5.2.  Environmental
      Events.

                  	
                    64

                  
	
                     

                  	 	
                    7.5.3.  Notice
      of Litigation and Judgments.

                  	
                    64

                  
	
                     

                  	 	
                    7.5.4.  Notice
      of Underfunding.

                  	
                    65

                  
	
                     

                  	
                    7.6.  Corporate
      Existence; Maintenance of Properties.

                  	
                    65

                  
	
                     

                  	
                    7.7.  Insurance.

                  	
                    65

                  
	
                     

                  	
                    7.8.  Taxes.

                  	
                    65

                  
	
                     

                  	
                    7.9.  Inspection
      of Properties and Books, etc.

                  	
                    66

                  
	
                     

                  	 	
                    7.9.1.  General.

                  	
                    66

                  
	
                     

                  	 	
                    7.9.2.  Communications
      with Accountants.

                  	
                    66

                  
	
                     

                  	
                    7.10.  Compliance
      with Laws, Contracts, Licenses, and Permits.

                  	
                    67

                  
	
                     

                  	
                    7.11.  Compliance
      with Environmental Laws.

                  	
                    67

                  
	
                     

                  	
                    7.12.  Employee
      Benefit Plans.

                  	
                    67

                  
	
                     

                  	
                    7.13.  Use
      of Proceeds.

                  	
                    68

                  
	
                     

                  	
                    7.14.  Additional
      Subsidiaries.

                  	
                    68

                  
	
                     

                  	
                    7.15.  Further
      Assurances.

                  	
                    68

                  
	
                    8.  

                  	CERTAIN
      NEGATIVE COVENANTS OF THE BORROWER.	
                    68

                  
	
                     

                  	
                    8.1.  Restrictions
      on Indebtedness.

                  	
                    68

                  
	
                     

                  	
                    8.2.  Restrictions
      on Liens.

                  	
                    70

                  
	
                     

                  	
                    8.3.  Restrictions
      on Investments.

                  	
                    73

                  
	
                     

                  	
                    8.4.  Distributions.

                  	
                    75

                  
	
                     

                  	
                    8.5.  Merger,
      Consolidation and Disposition of Assets.

                  	
                    75

                  
	
                     

                  	 	
                    8.5.1.  Mergers
      and Acquisitions.

                  	
                    75

                  
	
                     

                  	 	
                    8.5.2.  Disposition
      of Assets.

                  	
                    76

                  
	
                     

                  	
                    8.6.  Sale
      and Leaseback.

                  	
                    78

                  
	
                     

                  	
                    8.7.  Employee
      Benefit Plans.

                  	
                    78

                  
	
                     

                  	
                    8.8.  Business
      Activities.

                  	
                    79

                  
	
                     

                  	
                    8.9.  Fiscal
      Year.

                  	
                    79

                  
	
                     

                  	
                    8.10.  Transactions
      with Affiliates.

                  	
                    79

                  
	
                     

                  	
                    8.11.  Activities
      of World Properties.

                  	
                    79

                  
	
                     

                  	
                    8.12. Modification
      of Charter Documents.

                  	
                    80

                  
	
                     

                  	
                    8.13. Upstream
      Limitations.

                  	
                    80

                  
	
                     

                  	
                    8.14. Inconsistent
      Agreements.

                  	
                    80

                  
	
                    9.  

                  	FINANCIAL
      COVENANTS OF THE BORROWER.	
                    81

                  


             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            - iv-

             

            
              	
                       

                    	
                      9.1.  Leverage
      Ratio.

                    	
                      81

                    
	
                       

                    	
                      9.2.  Interest
      Coverage Ratio.

                    	
                      81

                    
	
                       

                    	
                      9.3.  Capital
      Expenditures.

                    	
                      81

                    
	
                      
                         

                      

                    	
                      9.4.  Consolidated
      Net Worth.

                    	
                      81

                    
	
                      10.  

                    	CLOSING
      CONDITIONS.	
                      81

                    
	
                       

                    	
                      10.1.  Loan
      Documents.

                    	
                      82

                    
	
                       

                    	
                      10.2.  Certified
      Copies of Charter Documents.

                    	
                      82

                    
	
                       

                    	
                      10.3.  Corporate
      Action.

                    	
                      82

                    
	
                       

                    	
                      10.4.  Incumbency
      Certificate.

                    	
                      82

                    
	
                       

                    	
                      10.5.  Opinion
      of Counsel.

                    	
                      82

                    
	
                       

                    	
                      10.6.  UCC
      Search Results, etc.

                    	
                      83

                    
	
                       

                    	
                      10.7.  Payment
      of Fees and Expenses.

                    	
                      83

                    
	
                       

                    	
                      10.8.  Termination
      of Existing Fleet Agreement.

                    	
                      83

                    
	
                       

                    	
                      10.9.  Payoff
      Letter.

                    	
                      83

                    
	
                       

                    	
                      10.10.  Initial
      Loan Request.

                    	
                      83

                    
	
                      11.  

                    	CONDITIONS
      TO ALL BORROWINGS.	
                      83

                    
	
                       

                    	
                      11.1.  Representations
      True; No Event of Default.

                    	
                      83

                    
	
                       

                    	
                      11.2.  No
      Legal Impediment.

                    	
                      84

                    
	
                       

                    	
                      11.3.  Governmental
      Regulation.

                    	
                      84

                    
	
                       

                    	
                      11.4.  Proceedings
      and Documents.

                    	
                      84

                    
	
                      12.  

                    	EVENTS
      OF DEFAULT; ACCELERATION; ETC.	
                      85

                    
	
                       

                    	
                      12.1.  Events
      of Default and Acceleration.

                    	
                      85

                    
	
                       

                    	
                      12.2.  Termination
      of Commitments.

                    	
                      89

                    
	
                       

                    	
                      12.3.  Remedies.

                    	
                      89

                    
	
                      13.  

                    	SETOFF.	
                      90

                    
	
                      14.  

                    	THE
      AGENT.	
                      90

                    
	
                       

                    	
                      14.1.  Authorization.

                    	
                      90

                    
	
                       

                    	
                      14.2.  Employees
      and Agents.

                    	
                      91

                    
	
                       

                    	
                      14.3.  No
      Liability.

                    	
                      91

                    
	
                       

                    	
                      14.4.  No
      Representations.

                    	
                      92

                    
	
                       

                    	 	
                      14.4.1.  General.

                    	
                      92

                    
	
                       

                    	 	
                      14.4.2.  Closing
      Documentation, etc.

                    	
                      93

                    
	
                       

                    	
                      14.5.  Payments.

                    	
                      93

                    
	
                       

                    	 	
                      14.5.1.  Payments
      to Agent.

                    	
                      93

                    
	
                       

                    	 	
                      14.5.2.  Distribution
      by Agent.

                    	
                      93

                    
	
                       

                    	 	
                      14.5.3.  Delinquent
      Banks.

                    	
                      93

                    
	
                       

                    	
                      14.6.  Holders
      of Notes.

                    	
                      94

                    
	
                       

                    	
                      14.7.  Indemnity.

                    	
                      94

                    
	
                       

                    	
                      14.8.  Agent
      as Bank.

                    	
                      95

                    
	
                       

                    	
                      14.9.  Resignation.

                    	
                      95

                    
	
                       

                    	
                      14.10.  Notification
      of Defaults and Events of Default.

                    	
                      95

                    
	
                      15.  

                    	EXPENSES
      AND INDEMNIFICATION.	
                      96

                    
	
                       

                    	
                      15.1.  Expenses.

                    	
                      96

                    
	
                       

                    	
                      15.2.  Indemnification.

                    	
                      96

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            - v -

             

            
              	
                       

                    	
                      15.3.  Survival.

                    	 	
                      97

                    
	
                      16.  

                    	TREATMENT
      OF CERTAIN CONFIDENTIAL INFORMATION.	
                      97

                    
	
                       

                    	
                      16.1.  Confidentiality.

                    	 	
                      97

                    
	
                       

                    	
                      16.2.  Prior
      Notification.

                    	 	
                      98

                    
	
                       

                    	
                      16.3.  Other.

                    	 	
                      98

                    
	
                      17.  

                    	SURVIVAL
      OF COVENANTS, ETC.	
                      99

                    
	
                      18.  

                    	ASSIGNMENT
      AND PARTICIPATION.	
                      99

                    
	
                       

                    	
                      18.1.  Conditions
      to Assignment by Banks.

                    	
                      99

                    
	
                       

                    	
                      18.2.  Certain
      Representations and Warranties; Limitations; Covenants.

                    	
                      100

                    
	
                       

                    	
                      18.3.  Register.

                    	 	
                      102

                    
	
                       

                    	
                      18.4.  New
      Notes.

                    	 	
                      102

                    
	
                       

                    	
                      18.5.  Participations.

                    	 	
                      103

                    
	
                       

                    	
                      18.6.  Disclosure.

                    	 	
                      103

                    
	
                       

                    	
                      18.7.  Assignee
      or Participant Affiliated with the Borrower.

                    	
                      104

                    
	
                       

                    	
                      18.8.  Miscellaneous
      Assignment Provisions.

                    	
                      104

                    
	
                       

                    	
                      18.9.  Assignment
      by Borrower.

                    	
                      105

                    
	
                      19.  

                    	NOTICES,
      ETC.	 	
                      105

                    
	
                      20.  

                    	GOVERNING
      LAW.	 	
                      106

                    
	
                      21.  

                    	HEADINGS.	 	
                      106

                    
	
                      22.  

                    	COUNTERPARTS.	 	
                      106

                    
	
                      23.  

                    	ENTIRE
      AGREEMENT, ETC.	
                      107

                    
	
                      24.  

                    	WAIVER
      OF JURY TRIAL.	
                      107

                    
	
                      25.  

                    	CONSENTS,
      AMENDMENTS, WAIVERS, ETC.	
                      107

                    
	
                      26.  

                    	SEVERABILITY.	 	
                      108

                    
	
                      27.  

                    	REPRESENTATIONS
      AND WARRANTIES OF THE BANKS AND THE AGENT.	
                      108

                    


            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      SCHEDULES AND
EXHIBITS

       

      
        
          	 	
                  Schedule
      1

                	
                  Banks,
      Lending Offices, Commitments, Commitment Percentages

                
	 	
                  Schedule
      2

                	
                  Existing
      Letters of Credit

                
	 	
                  Schedule
      6.3

                	
                  Certain
      Assets

                
	 	
                  Schedule
      6.4.1

                	
                  Fiscal
      Years

                
	 	
                  Schedule
      6.5(b)

                	
                  Solvency

                
	 	
                  Schedule
      6.7

                	
                  Litigation

                
	 	
                  Schedule
      6.10

                	
                  Taxes

                
	 	
                  Schedule
      6.15

                	
                  Certain
      Welfare Plans

                
	 	
                  Schedule
      6.17

                	
                  Environmental
      Matters

                
	 	
                  Schedule
      6.18

                	
                  Subsidiaries,
      Joint Ventures and Partnerships

                
	 	 	 
	 	
                  Schedule
      8.1(d)

                	
                  Existing
      Indebtedness (Domestic)

                
	 	
                  Schedule
      8.1(e)

                	
                  Existing
      Indebtedness (Foreign)

                
	 	
                  Schedule
      8.2

                	
                  Existing
      Liens

                
	 	
                  Schedule
      8.3

                	
                  Existing
      Investments

                
	 	 
      	 
      
	 	
                  Exhibit
      A

                	
                  Form
      of Revolving Credit Note

                
	 	
                  Exhibit
      B

                	
                  Form
      of Loan Request

                
	 	
                  Exhibit
      C

                	
                  Form
      of Compliance Certificate

                
	 	
                  Exhibit
      D

                	
                  Form
      of Assignment and
Acceptance

                


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      MULTICURRENCY REVOLVING
CREDIT AGREEMENT

       

      This MULTICURRENCY REVOLVING CREDIT
AGREEMENT is made as of December 8, 2000, by and among (i) Rogers
Corporation (the "Borrower"), a Massachusetts corporation having its principal
place of business at One Technology Drive, Rogers Connecticut  06263,
(ii) Fleet National Bank, a national banking association and the other lending
institutions listed on Schedule1 and (iii) Fleet
National Bank as agent for itself and such other lending
institutions.

       

      1.  DEFINITIONS
AND RULES OF INTERPRETATION.  

       

      1.1.  Definitions.  

       

      The
following terms shall have the meanings set forth in this §1 or elsewhere in the
provisions of this Credit Agreement referred to below:

       

      Adjustment Date. The
first day of the month immediately following the month in which a Compliance
Certificate is to be delivered by the Borrower pursuant to §7.4(c)
hereof.

       

      Affiliate.  Any
Person that would be considered to be an affiliate of  the Borrower
under Rule 144(a) of the Rules and Regulations of the Securities and Exchange
Commission, as in effect on the date hereof, if the Borrower were issuing
securities.

       

      Agent's Head
Office.  The Agent's head office located at 100 Federal Street,
Boston, Massachusetts 02110, or at such other location as the Agent may
designate from time to time.

       

      Agent.  Fleet
National Bank, acting as agent for the Banks.

       

      Agent's Special
Counsel.  Bingham Dana LLP or such other counsel as may be
approved by the Agent.

       

      Applicable Margin. For each
period commencing on an Adjustment Date through the date immediately preceding
the next Adjustment Date (each a “Rate Adjustment Period”), the Applicable
Margin shall be the applicable margin set forth below with respect to the
Leverage Ratio, as determined for the period ending on the fiscal quarter ended
immediately preceding the applicable Rate Adjustment Period.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -2-

       

      
        	
                Level

              	
                 

                Leverage
      Ratio

              	
                Prime
      

                Rate

                Loans

              	
                Eurocurrency

                Rate
      Loans

              	
                Commitment
      Fee

                Rate

              
	 
      	 
      	 
      	 
      	 
      
	
                IV

              	
                Greater
      than

                1.50:1.00

              	
                0%

              	
                1.125%

              	
                0.375%

              
	 
      	 
      	 
      	 
      	 
      
	
                III

              	
                Less
      than or

                equal
      to

                1.50:1.00
      but

                greater

                than
      1.00:1.00

              	
                0%

              	
                0.875%

              	
                0.350%

              
	 
      	 
      	 
      	 
      	 
      
	
                II

              	
                Less
      than or

                equal
      to

                1.00:1.00
      but

                greater

                than
      0.50:1.00

              	
                0%

              	
                0.625%

              	
                0.325%

              
	 
      	 
      	 
      	 
      	 
      
	
                I

              	
                Less
      than or

                equal
      to

                0.50:1.00

              	
                0%

              	
                0.500%

              	
                0.300%

              


      

       

      Notwithstanding
the foregoing, (a) for Loans outstanding, the Letter of Credit Fees and the
commitment fees payable during the period commencing on the Closing Date through
the date immediately preceding the first Adjustment Date to occur after the
Closing Date, the Applicable Margin shall be Level I set forth above, and (b) if
the Borrower fails to deliver any Compliance Certificate pursuant to §7.4(c)
hereof then, for the period commencing on the next Adjustment Date to occur
subsequent to such failure through the date immediately following the date on
which such Compliance Certificate is delivered, the Applicable Margin shall be
the highest Applicable Margin set forth above.

       

      Assignment and
Acceptance.  See §18.1.

       

      Balance Sheet
Date.  January 2, 2000.

       

      Banks.  Fleet
and the other lending institutions listed on Schedule1 hereto and any
other Person who becomes an assignee of any rights and obligations of a Bank
pursuant to §18.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -3-

       

      Belgian
Francs.  The lawful currency of the country of
Belgium.

       

      Borrower.  As
defined in the preamble hereto.

       

      Business
Day.  Any day on which banking institutions in Boston,
Massachusetts, are open for the transaction of banking business and, in
addition, (a) if Eurocurrency Rate Loans denominated in Dollars are involved, a
day which is also a day in which commercial banks are open for international
business (including dealings in Dollar deposits) in London or such other
eurodollar interbank market as may be selected by the Agent in its sole
discretion acting in good faith; and (b) if Eurocurrency Rate Loans denominated
in an Optional Currency are involved, a day on which dealings and exchange in
Dollars and the relevant Optional Currency can be carried on in the relevant
Eurocurrency Interbank Market and Dollar settlements of such dealings may be
effected in New York, New York and London, and also a day on which dealings and
exchange in Dollars and in the relevant Optional Currency can be carried on in
the principal financial center of the country in which such currency is legal
tender.

       

      Capital
Assets.  Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); provided that Capital
Assets shall not include any item customarily charged directly to expense or
depreciated over a useful life of twelve (12) months or less in accordance with
generally accepted accounting principles.

       

      Capital
Expenditures.  For any period, the aggregate amount paid or the
amount of Indebtedness incurred (including in respect of obligations under any
Capitalized Leases) by the Borrower or any of its Subsidiaries (i) for Capital
Assets during such period, determined in accordance with generally accepted
accounting principles, as indicated on the financial statements of the Borrower
and its Subsidiaries prepared in accordance with such principles, and (ii) in
connection with the lease of any assets by the Borrower or any of its
Subsidiaries as lessee under any Synthetic Lease to the extent that such assets
would have been Capital Assets had the Synthetic Lease been treated for
accounting purposes as a Capitalized Lease.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -4-

       

      Capitalized
Leases.  Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with generally accepted accounting
principles.

       

      CERCLA.  See
§6.17(a).

       

      Citizens.  Citizens
Bank of Connecticut, a Connecticut stock savings bank.

       

      Closing
Date.  The first date on which the conditions set forth in §§10
and 11 have been satisfied.

       

      Code.  The
Internal Revenue Code of 1986.

       

      Commitment.  With
respect to each Bank, the amount set forth on Schedule1 hereto as the
amount of such Bank's commitment to make Loans to, and to participate in the
issuance, extension and renewal of Letters of Credit for the account of, the
Borrower, as the same may be reduced from time to time; or if such commitment is
terminated pursuant to the provisions hereof, zero.

       

      Commitment Fee Rate.
The applicable rate per annum set forth in the chart contained in the definition
of Applicable Margin under the heading "Commitment Fee Rate".

       

      Commitment
Percentage.  With respect to each Bank, the percentage set
forth on Schedule1 hereto as such
Bank's percentage of the aggregate Commitments of all of the Banks.

       

      Consolidated or
consolidated.  With reference to any term defined herein, shall
mean that term as applied to the accounts of the Borrower and its Subsidiaries,
consolidated in accordance with generally accepted accounting
principles.

       

      Consolidated Foreign
Tangible Assets.  Consolidated Foreign Total Assets less the sum
of:

       

      (a)           the
total book value of all assets of the Borrower's Foreign Subsidiaries properly
classified as intangible assets under generally accepted accounting principles,
including such items as good will, the purchase price of acquired assets in
excess of the fair market value thereof, trademarks, trade names, service marks,
brand names, copyrights, patents and licenses, and rights with respect to the
foregoing; plus

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -5-

       

      (b)           all
amounts representing any write-up in the book value of any assets of the
Borrower's Foreign Subsidiaries resulting from a revaluation thereof subsequent
to the Balance Sheet Date, excluding (i) adjustments for marking short-term
investments to market and (ii)  transaction adjustments made in
accordance with Financial Accounting Standards Board Statement no. 133; provided that the
underlying contract or arrangement is intended solely for hedging (and not
speculative) purposes; plus;

       

      (c)           to
the extent otherwise included in the computation of Consolidated Foreign Total
Assets, any subscriptions receivable.

       

      Consolidated Foreign Total
Assets.  The sum of (i) all assets ("consolidated balance sheet
assets") of the Borrower's Foreign Subsidiaries determined on a consolidated
basis in accordance with generally accepted accounting principles, plus (ii) without
duplication, all assets leased by the Borrower's Foreign Subsidiaries as lessee
under any Synthetic Lease to the extent that such assets would have been
consolidated balance sheet assets had the Synthetic Lease been treated for
accounting purposes as a Capitalized Lease, plus (iii) without
duplication, all sold receivables referred to in clause (vii) of the definition
of the term "Indebtedness" to the extent that such receivables would have been
consolidated balance sheet assets had they not been sold.

       

      Consolidated Net Income (or
Deficit).  For any period, the consolidated net income (or
deficit) of the Borrower and its Subsidiaries for such period (taken as a
cumulative whole), after deducting all operating expenses, provision for all
taxes and reserves (including reserves for deferred income taxes established in
connection with accelerated depreciation or amortization claimed for income tax
purposes) and all other proper deductions, all determined in accordance with
generally accepted accounting principles and on a consolidated basis, after
eliminating all inter-company items and portions of income (or deficit) properly
attributable to minority interests, if any, in the stock of Subsidiaries;
provided that there shall also be excluded (in each case without
duplication):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -6-

       

      
        	
                 
      

              	
                (i)

              	
                the
      income (or loss) of any Person accrued prior to the date it becomes a
      Subsidiary or is merged into or with the Borrower or a Subsidiary, except
      as otherwise provided in the definition of Pro Forma
  Basis;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      aggregate net gain (or net loss) arising from sales of capital assets or
      from the acquisition or retirement or sale of securities during such
      period, if such gain or loss is treated as an extraordinary item under
      generally accepted accounting
principles;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      net gain arising from the collection of the proceeds of any life insurance
      policy if such gain is treated as an extraordinary item under generally
      accepted accounting principles; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      undistributed net income of any Foreign Subsidiary to the extent the
      Borrower is prohibited from repatriating such
  income.

              


      

       

      Consolidated Net
Worth.  The excess of Consolidated Total Assets over
Consolidated Total Liabilities, less, to the extent
otherwise includable in the computations of
Consolidated Net Worth, any subscriptions receivable.

       

      Consolidated Tangible
Assets.  Consolidated Total Assets less the sum
of:

       

      (a)           the
total book value of all assets of the Borrower and its Subsidiaries properly
classified as intangible assets under generally accepted accounting principles,
including such items as good will, the purchase price of acquired assets in
excess of the fair market value thereof, trademarks, trade names, service marks,
brand names, copyrights, patents and licenses, and rights with respect to the
foregoing; plus

       

      (b)           all
amounts representing any write-up in the book value of any assets of the
Borrower and its Subsidiaries resulting from a revaluation thereof subsequent to
the Balance Sheet Date, excluding (i) adjustments for marking short-term
investments to market and (ii)  transaction adjustments made in
accordance with Financial Accounting Standards Board Statement no. 133; provided that the
underlying contract or arrangement is intended solely for hedging (and not
speculative) purposes; plus;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -7-

       

      (c)           to
the extent otherwise included in the computation of Consolidated Total Assets,
any subscriptions receivable.

       

      Consolidated Total
Assets.  The sum of (i) all assets ("consolidated balance sheet
assets") of the Borrower and its Subsidiaries determined on a consolidated basis
in accordance with generally accepted accounting principles, plus (ii) without
duplication, all assets leased by the Borrower or any Subsidiary as lessee under
any Synthetic Lease to the extent that such assets would have been consolidated
balance sheet assets had the Synthetic Lease been treated for accounting
purposes as a Capitalized Lease, plus (iii) without
duplication, all sold receivables referred to in clause (vii) of the definition
of the term "Indebtedness" to the extent that such receivables would have been
consolidated balance sheet assets had they not been sold.

       

      Consolidated Total Interest
Expense.  For any period, the aggregate amount of interest
required to be paid or accrued by the Borrower and its Subsidiaries during such
period on all Indebtedness of the Borrower and its Subsidiaries outstanding
during all or any part of such period, whether such interest was or is required
to be reflected as an item of expense or capitalized, including payments
consisting of interest in respect of any Capitalized Lease, or any Synthetic
Lease, and including commitment fees, agency fees, facility fees, balance
deficiency fees and similar fees or expenses in connection with the borrowing of
money, other than fees and expenses incurred under §§5.7 or 5.8.

       

      Consolidated Total
Liabilities.  All liabilities of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles and classified as such on the consolidated
balance sheet of the Borrower and its Subsidiaries.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        -8-

         

      

      
        Conversion
Request.  A notice given by the Borrower to the Agent of the
Borrower's election to convert or continue a Loan in accordance with
§2.7.

      

       

      Credit
Agreement.  This Multicurrency Revolving Credit Agreement,
including the Schedules and Exhibits hereto.

       

      Default.  See
§12.1.

       

      Delinquent
Bank.  See §14.5.3.

       

      Distribution.  The
declaration or payment of any dividend on or in respect of any shares of any
class of capital stock of the Borrower, other than dividends to the extent
payable in shares of common stock of the Borrower; the purchase, redemption, or
other retirement of any shares of any class of capital stock of the Borrower,
directly or indirectly through a Subsidiary of the Borrower or otherwise, other
than in connection with the exercise of stock options by employees or directors
of the Borrower or its Subsidiaries (or former employees or former directors);
the return of capital by the Borrower to its shareholders as such; or any other
distribution on or in respect of any shares of any class of capital stock of the
Borrower, other than pursuant to the Shareholder Rights Plan.

       

      Dollar Equivalent. On
any particular date, with respect to any amount denominated in Dollars, such
amount of Dollars, and with respect to any amount denominated in a currency
other than Dollars, the amount (as conclusively ascertained by the Agent absent
manifest error) of Dollars which could be purchased by the Agent (in accordance
with its normal banking practices) in the London foreign currency deposit
markets with such amount of such currency at the spot rate of exchange
prevailing at or about 11:00 a.m. (London time) on such date.

       

      Dollars or $.  Dollars
in lawful currency of the United States of America.

       

      Domestic Lending
Office.  Initially, the office of each Bank designated as such
in Schedule1 hereto; thereafter,
such other office of such Bank, if any, located within the United States that
will be making or maintaining Prime Rate Loans.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -9-

       

      Domestic Subsidiary.
Any Subsidiary which is not a Foreign Subsidiary; provided that for
purposes of §§6.17 and 7.11, the term Domestic Subsidiary shall mean any
Subsidiary at any time owning, leasing or operating any Real
Estate.

       

      Drawdown
Date.  The date on which any Loan is made or is to be made, and
the date on which any Loan is converted or continued in accordance with
§2.7.

       

      EBITDA. The
Consolidated Net Income (or Deficit) of the Borrower and its Subsidiaries for
any fiscal period, plus, to the extent
deducted in the calculation of Consolidated Net Income (or Deficit) and without
duplication, (a) depreciation, amortization and other similar noncash charges
for such period, (b) income tax expense for such period, and (c) Consolidated
Total Interest Expense paid or accrued during such period, excluding the net
income (or deficit) of any Person (other than a Subsidiary) in which the
Borrower or a Subsidiary has an ownership interest, except to the extent that
any such income has been actually received by the Borrower or such Subsidiary in
the form of cash dividends or similar cash Distributions, in each case as
determined in accordance with generally accepted accounting
principles.

       

      Eligible
Assignee.  Any of (a) (i) a commercial bank organized under the
laws of the United States, or any State thereof or the District of Columbia, and
having total assets in excess of $1,000,000,000; (ii) a savings and loan
association or savings bank organized under the laws of the United States, or
any State thereof or the District of Columbia, and having a net worth of at
least $100,000,000, calculated in accordance with generally accepted accounting
principles; (iii) a commercial bank organized under the laws of any other
country which is a member of the Organization for Economic Cooperation and
Development (the "OECD"), or a political subdivision of any such country, and
having total assets in excess of $1,000,000,000, provided that such
bank is acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; (iv) the
central bank of any country which is a member of the OECD; and (v) if, but only
if, any Event of Default has occurred and is continuing, any other bank,
insurance company, commercial finance company or other financial institution or
other Person approved by the Agent, such approval not to be unreasonably
withheld, and (b) any Bank and any affiliate of any Bank and, with respect to
any Bank that is a fund that invests in loans, any other fund that invests in
loans and is managed by the same investment advisor of such Bank or by an
affiliate of such investment advisor (and treating all such funds so managed as
a single Eligible Assignee).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -10-

       

      Employee Benefit
Plan.  Any employee benefit plan within the meaning of §3(3) of
ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other
than a Guaranteed Pension Plan or a Multiemployer Plan.

       

      EMU.  The
European Economic and Monetary Union as contemplated by the EU
Treaties.

       

      Environmental
Laws.  See §6.17(a).

       

      EPA.  See
§6.17(b).

       

      ERISA.  The
Employee Retirement Income Security Act of 1974.

       

      ERISA
Affiliate.  Any Person which is treated as a single employer
with the Borrower under §414 of the Code.

       

      ERISA Reportable
Event.  A reportable event with respect to a Guaranteed Pension
Plan within the meaning of §4043 of ERISA and the regulations promulgated
thereunder.

       

      EU
Treaties.  The Treaty of Rome of March 25, 1957 establishing
the European Community, as amended by the Treaty on the European Union signed on
February 7, 1992 (the Maastricht Treaty), and as further amended from time to
time.

       

      Euro or
e.  The single currency of the Participating Member
States.

       

      Eurocurrency Interbank
Market.  Any lawful recognized market in which deposits of
Dollars and the relevant Optional Currencies are offered by international
banking units of United States banking institutions and by foreign banking
institutions to each other and in which foreign currency and exchange operations
or eurocurrency funding operations are customarily conducted.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -11-

       

      Eurocurrency Lending
Office.  Initially, the office of each Bank designated as such
in Schedule1 hereto; thereafter,
such other office of such Bank, if any, that shall be making or maintaining
Eurocurrency Rate Loans.

       

      Eurocurrency
Rate.  With respect to amounts denominated in Dollars, the
Eurodollar Rate, and with respect to amounts denominated in any Optional
Currency, the International Eurocurrency Rate.

       

      Eurocurrency Rate
Loans.  Loans bearing interest calculated by reference to a
Eurocurrency Rate.

       

      Eurocurrency Reserve
Rate.  For any day with respect to a Eurocurrency Rate Loan,
the maximum rate (expressed as a decimal) at which any lender subject thereto
would be required to maintain reserves under Regulation D of the Board of
Governors of the Federal Reserve System (or any successor or similar regulations
relating to such reserve requirements) against "Eurocurrency Liabilities" (as
that term is used in Regulation D), if such liabilities were
outstanding.  The Eurocurrency Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurocurrency
Reserve Rate.

       

      Eurodollar
Rate.  For any Interest Period with respect to a Eurocurrency
Rate Loan denominated in Dollars, the rate of interest equal to (i) the rate per
annum (rounded upwards to the nearest 1/16 of one percent) at which the
Reference Bank’s Eurocurrency Lending Office is offered Dollar deposits two (2)
Business Days prior to the beginning of such Interest Period in the interbank
eurodollar market where the eurodollar and foreign currency and exchange
operations of such Eurocurrency Lending Office are customarily conducted at or
about 11:00 a.m. (London time), for delivery on the first day of such Interest
Period for the number of days comprised therein and in an amount comparable to
the amount of the Eurocurrency Rate Loan denominated in Dollars of the Reference
Bank to which such Interest Period applies, divided by (ii) a number equal to
1.00 minus the Eurocurrency Reserve Rate, if applicable.

       

      Event of
Default.  See §12.1.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -12-

       

      Excluded
Taxes.  With respect to any of the Agent or any Bank, any (i)
franchise taxes on such Person, (ii) taxes on income or profits of such Person,
or (iii) other taxes incurred by such Person except those imposed as a result
of, or relating to, this Agreement.

       

      Existing Fleet
Agreement.  The Multi-Currency Revolving Credit Agreement dated
as of September 19, 1997 between the Borrower and Fleet, as amended and in
effect immediately prior to the Closing Date.

       

      Existing Letters of
Credit.  The letters of credit issued by Fleet for the account
of the Borrower prior to the Closing Date and listed on Schedule
2.

       

      Fee
Letter.  The fee letter, dated on or prior to the Closing Date,
between the Borrower and the Agent, as the same may be amended, modified or
supplemented from time to time.

       

      Financial Affiliate.  A
Subsidiary of the bank holding company controlling any Bank, which Subsidiary is
engaging in any of the activities permitted by §4(k) of the Bank Holding Company
Act of 1956 (12 U.S.C. §1843), as amended.

       

      Fleet.  Fleet
National Bank, a national banking association, in its individual
capacity.

       

      Foreign
Subsidiary.  Any Subsidiary which conducts substantially all of
its business in countries other than the United States of America and that is
organized under the laws of a jurisdiction other than the United States of
America and the States (or the District of Columbia) thereof.

       

      generally accepted
accounting principles.  Accounting principles that are (A)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time,
and (B) consistently applied in material respects with past financial statements
of the Borrower, in each case such that a certified public accountant would,
insofar as the use of such accounting principles is pertinent, be in a position
to deliver an unqualified opinion (other than a qualification regarding changes
in generally accepted accounting principles) as to financial statements in which
such principles have been properly applied.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -13-

       

      Guaranteed Pension
Plan.  Any employee pension benefit plan within the meaning of
§3(2) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate the benefits of which are guaranteed on termination in full or in part
by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

       

      Guarantors.  Each
Domestic Subsidiary of the Borrower existing on the Closing Date (other than
World Properties) and each other Person required to be or become a guarantor
from time to time pursuant to §7.14.

       

      Guaranty.  The
Guaranty, dated or to be dated on or prior to the Closing Date, made jointly and
severally by each Domestic Subsidiary of the Borrower (other than World
Properties) in favor of the Banks and the Agent pursuant to which each Domestic
Subsidiary of the Borrower guaranties to the Banks and the Agent the payment and
performance of the Obligations and in form and substance satisfactory to the
Banks and the Agent, and any other guaranty substantially in the form of such
Guaranty in favor of the Banks and the Agent made by any Person required to be
or become a guarantor pursuant to §7.14.

       

      Hazardous
Substances.  See §6.17(b).

       

      Indebtedness.  As
to any Person and whether recourse is secured by or is otherwise available
against all or only a portion of the assets of such Person and whether or not
contingent, but without duplication:

       

      (i)           
every obligation of such Person for money borrowed,

       

      (ii)           every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses,

       

      (iii)          every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person,

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -14-

       

      (iv)           every
obligation of such Person issued or assumed as the deferred purchase price of
property or services (including securities repurchase agreements but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business),

       

       (v)           every
obligation of such Person under any Capitalized Lease,

       

      (vi)           every
obligation of such Person under any Synthetic Lease,

       

      (vii)        
all sales by such Person of (A) accounts or general intangibles for money due or
to become due, (B) chattel paper, instruments or documents creating or
evidencing a right to payment of money or (C) other receivables (collectively
"receivables"), whether pursuant to a purchase facility or otherwise, other than
in connection with the disposition of the business operations of such Person
relating thereto or a disposition of defaulted receivables for collection and
not as a financing arrangement, and together with any obligation of such Person
to pay any discount, interest, fees, indemnities, penalties, recourse, expenses
or other amounts in connection therewith,

       

      (viii)         every
obligation of such Person (an "equity related purchase obligation") to purchase,
redeem, retire or otherwise acquire for value any shares of capital stock of any
class issued by such Person, other than the obligation to purchase capital stock
arising solely as a result of the difference between the trade date and the
settlement date for such purchase,

       

      (ix)           every
obligation of such Person under any forward contract, futures contract, swap,
option or other financing agreement or arrangement (including, without
limitation, caps, floors, collars and similar agreements), the value of which is
dependent upon interest rates, currency exchange rates, commodities or other
indices (a "Derivative Contract"),

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -15-

       

      (x)           every
obligation in respect of Indebtedness of any other entity (including any joint
venture to which such Person is a party or any partnership in which such Person
is a general partner) to the extent that such Person is liable therefor as a
result of such Person's ownership interest in or other relationship with such
entity, except to the extent that the terms of such Indebtedness provide that
such Person is not liable therefor and such terms are enforceable under
applicable law,

       

      (xi)           every
obligation, contingent or otherwise, of such Person guaranteeing, or having the
legal effect of guaranteeing or otherwise acting as surety for, any obligation
of a type described in any of clauses (i) through (x) (the "primary obligation")
of another Person (the "primary obligor"), in any manner, whether directly or
indirectly, and including, without limitation, any obligation of such Person (A)
to purchase or pay (or advance or supply funds for the purchase of) any security
for the payment of such primary obligation, (B) to purchase property, securities
or services for the purpose of assuring the payment of such primary obligation,
or (C) to maintain working capital, equity capital or other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such primary obligation.

       

      The
"amount" or "principal amount" of any Indebtedness at any time of determination
represented by (u) any Indebtedness, issued at a price that is less than the
principal amount at maturity thereof, shall be the amount of the liability in
respect thereof determined in accordance with generally accepted accounting
principles, (v) any Capitalized Lease shall be the principal component of the
aggregate of the rental obligation under such Capitalized Lease payable over the
term thereof that is not subject to termination by the lessee, (w) any sale of
receivables shall be the amount of unrecovered capital or principal investment
of the purchaser (other than the Borrower or any of its wholly-owned
Subsidiaries) thereof, excluding amounts representative of yield or interest
earned on such investment, (x) any Synthetic Lease shall be the stipulated loss
value, termination value or other equivalent amount, (y) any Derivative Contract
shall be the maximum amount of any termination or loss payment required to be
paid by such Person (net of any offsetting positions) if such Derivative
Contract were, at the time of determination, to be terminated by reason of any
event of default or early termination event thereunder, whether or not such
event of default or early termination event has in fact occurred and (z) any
equity related purchase obligation shall be the maximum fixed redemption or
purchase price thereof inclusive of any accrued and unpaid dividends to be
comprised in such redemption or purchase price.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -16-

       

      Ineligible
Securities.  Securities which may not be underwritten or dealt
in by member banks of the Federal Reserve System under Section 16 of the Banking
Act of 1933 (12 U.S.C. §24, Seventh), as amended.

       

      Intellectual Property.  See
§8.11.

       

      Interest Payment
Date.  (i) As to any Prime Rate Loan, with respect to interest
accrued during the applicable calendar quarter, the last day of such calendar
quarter (including the calendar quarter that includes the Drawdown Date of such
Prime Rate Loan);
provided that if the last day of a calendar quarter is not a Business
Day, then the Interest Payment Date shall be the next succeeding Business Day;
and (ii) as to any Eurocurrency Rate Loan in respect of which the Interest
Period is (A) 3 months or less, the last day of such Interest Period and (B)
more than 3 months, the date that is 3 months from the first day of such
Interest Period and, in addition, the last day of such Interest
Period.

       

      Interest
Period.  With respect to each Eurocurrency Rate Loan, (i)
initially, the period commencing on the Drawdown Date of such Loan and ending on
the last day of one of the periods set forth below, as selected by the Borrower
in a Loan Request or as otherwise required by the terms of this Credit
Agreement: 1, 2, 3, 6 or 9 months (subject, in the case of 9 month periods, to
availability and the consent of each of the Banks), or periods of less than one
(1) month, subject to availability and consent of each of the Banks; and (ii)
thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such Loan and ending on the last day of one of the
periods set forth above, as selected by the Borrower in a Conversion Request;
provided that
all of the foregoing provisions relating to Interest Periods are subject to the
following:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -17-

       

      (a)           if
any Interest Period with respect to a Eurocurrency Rate Loan would otherwise end
on a day that is not a Business Day, that Interest Period shall be extended to
the next succeeding Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding Business
Day;

       

      (b)           if
the Borrower shall fail to give notice as provided in §2.7, (i) for Eurocurrency
Rate Loans denominated in Dollars, the Borrower shall be deemed to have
requested a conversion of the affected Eurocurrency Rate Loan to a Prime Rate
Loan on the last day of the then current Interest Period with respect thereto,
and (ii) for Eurocurrency Rate Loans denominated in an Optional Currency, the
Borrower shall repay such Eurocurrency Rate Loan on the last day of the then
current Interest Period with respect thereto;

       

      (c)           any
Interest Period relating to any Eurocurrency Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of a calendar month; and

       

      (d)           any
Interest Period that would otherwise extend beyond the Maturity Date shall end
on the Maturity Date.

       

      International Eurocurrency
Rate.  For any Interest Period with respect to a Eurocurrency
Rate Loan denominated in an Optional Currency, the rate of interest equal to (i)
the rate per annum (rounded upwards to the nearest 1/16 of one percent) at which
the Reference Bank is offered deposits in the relevant Optional Currency, two
(2) Business Days prior to the beginning of such Interest Period in the
Eurocurrency Interbank Market where the foreign currency and exchange operations
or eurocurrency funding operations of the Agent are customarily conducted at or
about 11:00 a.m. (London time), for delivery on the first day of such Interest
Period and for the number of days comprised therein and in an amount equal (as
nearly as may be) to the Reference Bank’s Commitment Percentage of such
Eurocurrency Rate Loan to which such Interest Period applies, divided by (ii) a
number equal to 1.00 minus the Eurocurrency Reserve Rate, if
applicable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -18-

       

      International Standby
Practices.  With respect to any standby Letter of Credit,
International Standby Practices (ISP98), International Chamber of Commerce
Publication No. 590, or any successor code of standby letter of credit practices
among banks adopted by the Agent in the ordinary course of its business as a
standby letter of credit issuer and in effect at the time of issuance of such
Letter of Credit.

       

      Investments.  All
expenditures made and (without duplication) all liabilities incurred
(contingently or otherwise) (a) for the acquisition of stock (other than stock
of the Borrower) or Indebtedness of any Person, (b) for loans, advances, capital
contributions or transfers of property to any Person (other than sales of
inventory, licenses of intellectual property and dispositions of obsolete assets
in the ordinary course of business consistent with past practices), (c) in
respect of any guaranties (or other commitments as described under Indebtedness)
of the obligations of any Person; provided that income
from Joint Ventures shall not be an Investment for purposes of this Credit
Agreement notwithstanding that the Borrower or such Subsidiary may, in
accordance with generally accepted accounting principles, account for such
income as a debit to the investment account on the Borrower or such Subsidiary’s
balance sheet.  In determining the aggregate amount of Investments
outstanding at any particular time: (i) the amount of any Investment represented
by a guaranty shall be taken at not less than the principal amount of the
obligations guaranteed and still outstanding; (ii) there shall be deducted in
respect of each such Investment any amount received as a return of capital (but
only by repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution) or repayment of loan principal; (iii) there shall not
be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise; (iv) the amount of
Investments consisting of non-cash property (including without limitation any
Intellectual Property) transferred to a Joint Venture shall be deemed to be the
book value (determined in accordance with generally accepted accounting
principles) of such non-cash property at the time of such transfer to such Joint
Venture, disregarding for this purpose any valuation the parties to such Joint
Venture shall have placed thereon for purposes of establishing such Joint
Venture; provided
that a non-perpetual license of Intellectual Property in which the
Borrower or the applicable Subsidiary retains rights having significant value
and which is of limited exclusivity with respect to the applicable territory or
field of use, shall not be deemed to be a transfer of such Intellectual Property
for purposes of this definition; and (v) there shall not be deducted from the
aggregate amount of Investments any decrease in the value thereof; provided that the
Borrower may in any fiscal period deduct from the aggregate amount of
Investments decreases in the value of Investments (up to any aggregate amount of
$2,500,000 during the term of this Agreement) to the extent the amount of any
such decrease is deducted from Consolidated Net Income of the Borrower and its
Subsidiaries during such fiscal period.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -19-

       

      Japanese
Yen.  The lawful currency of the country of Japan.

       

      Joint
Venture.  Any Affiliate of the Borrower or a Subsidiary of
which the designated parent shall at any time own directly or indirectly through
a Subsidiary or Subsidiaries less than a majority (by number of votes) of the
outstanding Voting Stock; provided that
notwithstanding the foregoing, Rogers Inoac shall be deemed to be a Joint
Venture until such time as the Borrower shall own, directly or indirectly, sixty
percent (60%) or more of its outstanding Voting Stock.

       

      Letter of
Credit.  See §4.1.1.

       

      Letter of Credit
Application.  See §4.1.1.

       

      Letter of Credit
Fee.  See §4.6.

       

      Letter of Credit
Participation.  See §4.1.4.

       

      Leverage
Ratio.  As at any date of determination, the ratio of (a) Total
Funded Indebtedness of the Borrower and its Subsidiaries outstanding on such
date to (b) EBITDA of the Borrower and its Subsidiaries for the period of four
consecutive fiscal quarters ended on such date (or, if such date is not a fiscal
quarter end date, the period of four consecutive fiscal quarters most recently
ended).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -20-

       

      Loan
Documents.  This Credit Agreement, the Notes, the Letter of
Credit Applications, the Letters of Credit, the Guaranty and the Fee
Letter.

       

      Loan
Request.  See §2.6.

       

      Loans.  Revolving
credit loans made or to be made by the Banks to the Borrower pursuant to
§2.

       

      Majority
Banks.  As of any date, (a) if there are fewer than three (3)
Banks, all Banks and (b) if there are three (3) or more Banks, the Banks holding
at least sixty percent (60%) of the outstanding principal amount of the Notes on
such date; and if no such principal is outstanding, the Banks whose aggregate
Commitments constitutes at least sixty percent (60%) of the Total
Commitment.

       

      Maturity
Date.  December 8, 2005.

       

      Material Adverse
Effect. A material adverse effect on (a) the business, condition
(financial or otherwise), operations, performance or properties of the Borrowers
and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Agent
or any Bank to enforce any of the Loan Documents or (c) the ability of the
Borrower or any of the Guarantors to perform its obligations under the Loan
Documents.

       

      Maximum Drawing
Amount.  The maximum aggregate amount that the beneficiaries
may at any time draw under outstanding Letters of Credit, as such aggregate
amount may be reduced from time to time pursuant to the terms of the Letters of
Credit.

       

      Multiemployer
Plan.  Any multiemployer plan within the meaning of §3(37) of
ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

       

      Notes.  The
Revolving Credit Notes.

       

      Obligations.  All
indebtedness, obligations and liabilities of any of the Borrower and its
Subsidiaries to any of the Banks and the Agent, individually or collectively,
existing on the date of this Credit Agreement or arising thereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise, arising or incurred under this Credit Agreement or any of
the other Loan Documents or in respect of any of the Loans made or Reimbursement
Obligations incurred or any of the Notes, Letter of Credit Application, Letter
of Credit or other instruments at any time evidencing any thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -21-

       

      Optional
Currency.  Any of Japanese Yen, Belgian Francs and the Euro, so
long as such currency is freely convertible into Dollars and is traded on a
recognized Eurocurrency Interbank Market selected by the Agent in good
faith.

       

      Outstanding.  With
respect to the Loans, the aggregate unpaid principal thereof as of any date of
determination.

       

      Overnight
Rate.  For any day, (a) as to Loans denominated in Dollars, the
weighted average interest rate paid by the Agent for federal funds acquired by
the Agent, and (b) as to Loans denominated in an Optional Currency, the rate of
interest per annum at which overnight deposits in the applicable Optional
Currency, in an amount approximately equal to the amount with respect to which
such rate is being determined, would be offered for such day by the Agent to
major banks in the London interbank market.

       

      Participating Member
State.  A member state of the European Union that adopts a
single currency in accordance with the EU Treaties.

       

      PBGC.  The
Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor
entity or entities having similar responsibilities.

       

      Permitted
Liens.  Liens, security interests and other encumbrances
permitted by §8.2.

       

      Person.  Any
individual, corporation, partnership, trust, unincorporated association,
business, or other legal entity, and any government or any governmental agency
or political subdivision thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -22-

       

      Prime
Rate.  The higher of (i) the annual rate of interest announced
from time to time by Fleet at its head office in Boston, Massachusetts, as its
"prime rate" and (ii) one-half of one percent (1/2%) above the Federal Funds
Effective Rate.  The rate of interest announced from time to time by
Fleet as its "prime rate" is a reference rate only and does not necessarily
represent the lowest or best rate being charged to any customer.  For
the purposes of this definition, "Federal Funds Effective Rate" shall mean for
any day, the 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, as published for such day (or, if such day is
not a Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such transactions
received by the Agent from three funds brokers of recognized standing selected
by the Agent.

       

      Prime Rate
Loans.  Loans denominated in Dollars bearing interest
calculated by reference to the Prime Rate.

       

      Pro Forma
Basis.  In connection with a proposed stock or asset
acquisition, the calculation of compliance with the financial covenants set
forth in §9 hereof by the Borrower and its Subsidiaries (including the Person or
asset(s) to be acquired) with reference to the audited historical financial
results of such Person, if available, and if not so available, then with
reference to such management certified financial results of such Person as shall
be reasonably acceptable to the Agent (or, if an acquisition of assets, the
financial results attributable to such assets) for the most recently ended
period of four consecutive fiscal quarters ending prior to the date of such
acquisition for which such management certified financial results are available
(but in any event ending no later than the penultimate fiscal quarter ending
prior to the date of such acquisition), after giving effect on a pro forma basis to
such acquisition in the manner described below:

       

      (i)  all Indebtedness
(whether under this Credit Agreement or otherwise), all assets and any other
balance sheet adjustments incurred or made in connection with such acquisition
shall be deemed to have been incurred or made on the first day of such period of
four fiscal quarters, and all Indebtedness of the Person acquired or to be
acquired in such acquisition which was or will have been repaid in connection
with the consummation of such acquisition shall be deemed to have been repaid
concurrently with the incurrence of the Indebtedness incurred in connection with
such acquisition;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -23-

       

      (ii)  all Indebtedness
assumed to have been incurred pursuant to the preceding clause (i) shall be
deemed to have borne interest at the sum of (a) the arithmetic mean of (x) the
Eurocurrency Rate for Eurocurrency Rate Loans denominated in the currency in
which such Indebtedness has been incurred having an Interest Period of one
month, as in effect on the first day of such period of four fiscal quarters, and
(y) the Eurocurrency Rate for Eurocurrency Rate Loans having an Interest Period
of one month, as in effect on the last day of such period of four fiscal
quarters plus
(b) the Applicable Margin on Eurocurrency Rate Loans then in effect (after
giving effect to the incurrence of such Indebtedness);

       

      (iii)  without duplication,
Consolidated Net Income and EBITDA of the Borrower and its Subsidiaries shall be
determined, and any adjustments to Consolidated Net Income and EBITDA which are
attributable to the change in ownership and/or management resulting from such
acquisition shall be deemed to have been realized, assuming that such
acquisition occurred on the first day of such period of four fiscal quarters;
and

       

      (iv)  other reasonable cost
savings, expenses and other income statement or operating statement adjustments
which are attributable to the change in ownership and/or management resulting
from such acquisition as may be approved by the Agent in writing (which approval
shall not be unreasonably withheld) shall be deemed to have been realized on the
first day of such period of four fiscal quarters.

       

      RCRA.  See
§6.17(a).

       

      Real
Estate.  All real property situated in the United States of
America at any time owned or leased (as lessee or sublessee) by the Borrower or
any of its Subsidiaries.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -24-

       

      Record.  The
grid attached to a Note, or the continuation of such grid, or any other similar
record, including computer records, maintained by any Bank with respect to any
Loan referred to in such Note.

       

      Reference
Bank.  Fleet National Bank.

       

      Register.  See
§18.3.

       

      Reimbursement
Obligation.  The Borrower's obligation to reimburse the Agent
and the Banks on account of any drawing under any Letter of Credit as provided
in §4.2.

       

      Revolving Credit Note
Record.  A Record with respect to a Revolving Credit
Note.

       

      Revolving Credit
Notes.  See §2.4.

       

      Rogers
Inoac.  Rogers Inoac Corporation, a Japanese
corporation.

       

      Sale/Leaseback
Arrangement.  See §8.6.

       

      SARA.  See
§6.17(a).

       

      Same Day Funds. With
respect to disbursements and payments in (a) Dollars, immediately available
funds, and (b) an Optional Currency, same day or other funds as may be
determined by the Agent to be customary in the place of disbursement or payment
for the settlement of international banking transactions in the relevant
Optional Currency.

       

      Shareholder Rights
Plan.  The Rights Agreement between the Borrower and Registrar
and Transfer Company, as rights agent, and filed with the Securities and
Exchange Commission as of March 25, 1997.

       

      Subsidiary.  Any
corporation, association, trust, or other business entity of which the
designated parent owns or acquires directly or indirectly through a Subsidiary
or Subsidiaries at least a majority (by number of votes) of the outstanding
Voting Stock, other than Rogers Inoac.

       

      Synthetic
Lease.  Any lease treated as an operating lease under generally
accepted accounting principles and as a loan or a financing for U.S. income tax
purposes.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -25-

       

      Total
Commitment.  The sum of the Commitments of the Banks, as in
effect from time to time.  On the Closing Date the Total Commitment is
$75,000,000.

       

      Total Funded
Indebtedness.  On any date of determination, all Indebtedness
of the Borrower and its Subsidiaries for borrowed money (including, without
limitation, all notes and bonds and all guarantees by such Persons of
Indebtedness of others for borrowed money), purchase money Indebtedness, and
Indebtedness with respect to Capitalized Leases and Synthetic Leases outstanding
on such date, determined on a consolidated basis in accordance with generally
accepted accounting principles.  Total Funded Indebtedness shall not
include Indebtedness for borrowed money of any Joint Venture unless the Borrower
or a Subsidiary has guaranteed the Indebtedness for borrowed money of such joint
venture or similar entity or is otherwise liable for such
Indebtedness.

       

      Type.  As
to any Loan, its nature as a Prime Rate Loan or a Eurocurrency Rate
Loan.

       

      Uniform
Customs.  With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 or any successor version thereto adopted
by the Agent in the ordinary course of its business as a letter of credit issuer
and in effect at the time of issuance of such Letter of Credit.

       

      Unpaid Reimbursement
Obligation.  Any Reimbursement Obligation for which the
Borrower does not reimburse the Agent and the Banks on the date specified in,
and in accordance with, §4.2.

       

      Voting
Stock.  Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, association, trust or other
business entity involved, whether or not the right so to vote exists by reason
of the happening of a contingency.

       

      World
Properties.  World Properties, Inc., an Illinois corporation
and a wholly-owned Subsidiary of the Borrower.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -26-

       

      1.2.  Rules of
Interpretation.  

       

      (a)           A
reference to any document or agreement shall include such document or agreement
as amended, modified or supplemented from time to time in accordance with its
terms and the terms of this Credit Agreement.

       

      (b)           The
singular includes the plural and the plural includes the singular.

       

      (c)           A
reference to any law includes any amendment or modification to such
law.

       

      (d)           A
reference to any Person includes its permitted successors and permitted
assigns.

       

      (e)           Accounting
terms not otherwise defined herein have the meanings assigned to them by
generally accepted accounting principles applied on a consistent basis by the
accounting entity to which they refer.

       

      (f)           The
words "include", "includes" and "including" are not limiting.

       

      (g)           All
terms not specifically defined herein or by generally accepted accounting
principles, which terms are defined in the Uniform Commercial Code as in effect
in the Commonwealth of Massachusetts, have the meanings assigned to them
therein, with the term "instrument" being that defined under Article 9 of the
Uniform Commercial Code.

       

      (h)           Reference
to a particular "§" refers to that section of this Credit Agreement unless
otherwise indicated.

       

      (i)           The
words "herein", "hereof", "hereunder" and words of like import shall refer to
this Credit Agreement as a whole and not to any particular section or
subdivision of this Credit Agreement.

       

      (j)           Unless
otherwise expressly indicated, in the computation of periods of time from a
specified date to a later specified date, the word "from" means "from and
including," the words "to" and "until" each mean "to but excluding," and the
word "through" means "to and including."

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -27-

       

      (k)           This
Credit Agreement and the other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar
matters.  All such limitations, tests and measurements are, however,
cumulative and are to be performed in accordance with the terms
thereof.

       

      (l)           This
Credit Agreement and the other Loan Documents are the result of negotiation
among, and have been reviewed by counsel to, among others, the Agent and the
Borrower and are the product of discussions and negotiations among all
parties.  Accordingly, this Credit Agreement and the other Loan
Documents are not intended to be construed against the Agent or any of the Banks
merely on account of the Agent's or any Bank's involvement in the preparation of
such documents.

       

      2.  THE REVOLVING CREDIT
FACILITY.  

       

      2.1.  Commitment
to Lend.  Subject to
the terms and conditions set forth in this Credit Agreement, each of the Banks
severally agrees to lend to the Borrower and the Borrower may borrow, repay, and
reborrow from time to time from the Closing Date up to but not including the
Maturity Date upon notice by the Borrower to the Agent given in accordance with
§2.6, such sums in Dollars and/or at the Borrower's option and subject to §2.9,
in an Optional Currency, as are requested by the Borrower up to a maximum
aggregate amount outstanding (after giving effect to all amounts requested) at
any one time equal to such Bank's Commitment minus the product of
such Bank's Commitment Percentage of the sum of (a) the Maximum Drawing Amount
and (b) all Unpaid Reimbursement Obligations, provided that the sum
of the Dollar Equivalents of the outstanding amounts of the Loans (after giving
effect to all amounts requested) plus the Maximum
Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time
exceed the Total Commitment.  The Loans shall be made prorata in accordance
with each Bank's Commitment Percentage.  Each request for a Loan
hereunder shall constitute a representation and warranty by the Borrower that
the conditions set forth in §10 and §11, in the case of the initial Loans to be
made on the Closing Date, and §11, in the case of all other Loans, have been
satisfied on the date of such request.  Each Eurocurrency Rate Loan
made to the Borrower hereunder shall be denominated in Dollars, or, subject to
§2.9 hereof, in an Optional Currency.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -28-

       

      2.2.  Commitment
Fee.  The
Borrower agrees to pay to the Agent for the accounts of the Banks in accordance
with their respective Commitment Percentages a commitment fee calculated at the
Commitment Fee Rate per annum on the average daily amount during each calendar
quarter or portion thereof from the Closing Date to the Maturity Date by which
the Total Commitment minus the sum of the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the
Dollar Equivalent of the outstanding amount of Loans during such calendar
quarter.  The commitment fee shall be payable quarterly in arrears on
the first Business Day of each calendar quarter for the immediately preceding
calendar quarter commencing on the first such date following the date hereof,
with a final payment on the Maturity Date or any earlier date on which the
Commitments shall terminate.

       

      2.3.  Reduction
of Total Commitment.  The
Borrower shall have the right at any time and from time to time upon three (3)
days prior written notice to the Agent to reduce by $5,000,000 or a larger
integral multiple of $1,000,000 or terminate entirely the Total Commitment,
whereupon the Commitments of the Banks shall be reduced pro rata in accordance
with their respective Commitment Percentages of the amount specified in such
notice or, as the case may be, terminated.  Promptly after receiving
any notice of the Borrower delivered pursuant to this §2.3, the Agent will
notify the Banks of the substance thereof.  Upon the effective date of
any such reduction or termination, the Borrower shall pay to the Agent for the
respective accounts of the Banks the full amount of any commitment fee then
accrued on the amount of the reduction.  No reduction or termination
of the Commitments may be reinstated.

       

      2.4.  The
Revolving Credit Notes.  The Loans
shall be evidenced by separate promissory notes of the Borrower in substantially
the form of ExhibitA hereto (each a
"Revolving Credit Note"), dated as of the Closing Date and completed with
appropriate insertions.  One Revolving Credit Note shall be payable to
the order of each Bank in a principal amount equal to such Bank's Commitment or,
if less, the outstanding amount of all Loans made by such Bank, plus interest
accrued thereon, as set forth below.  The Borrower irrevocably
authorizes each Bank to make or cause to be made, at or about the time of the
Drawdown Date of any Loan or at the time of receipt of any payment of principal
on such Bank's Revolving Credit Note, an appropriate notation on such Bank's
Revolving Credit Note Record reflecting the making of such Loan or (as the case
may be) the receipt of such payment.  The outstanding amount of the
Loans set forth on such Bank's Revolving Credit Note Record shall be prima facie evidence of the
principal amount thereof owing and unpaid to such Bank, but the failure to
record, or any error in so recording, any such amount on such Bank's Revolving
Credit Note Record shall not limit or otherwise affect the obligations of the
Borrower hereunder or under any Revolving Credit Note to make payments of
principal of or interest on any Revolving Credit Note when due.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -29-

       

       

      2.5.  Interest
on the Loans.  Except as
otherwise provided in §5.11,

       

      (a)           Each
Prime Rate Loan shall bear interest for the period commencing with the Drawdown
Date thereof and ending on the date such Prime Rate Loan is repaid at the rate
per annum equal to the Prime Rate plus the Applicable
Margin for Prime Rate Loans as in effect from time to time.

       

      (b)           Each
Eurocurrency Rate Loan denominated in Dollars or an Optional Currency shall bear
interest for the period commencing with the Drawdown Date thereof and ending on
the last day of the Interest Period with respect thereto at the rate per annum
equal to the applicable Eurocurrency Rate determined for such Interest Period
plus the
Applicable Margin for Eurocurrency Rate Loans as in effect from time to
time.

       

      (d)           The
Borrower promises to pay interest on each Loan in arrears on each Interest
Payment Date with respect thereto.

       

      2.6.  Requests
for the Loans.  The
Borrower shall give to the Agent written notice delivered by telecopier
substantially in the form of ExhibitB hereto (or
telephonic notice confirmed in a writing delivered by telecopier substantially
in the form of ExhibitB hereto) of each
Loan requested hereunder (a "Loan Request") no later than 11:00 a.m. (Boston
time) (i) on the proposed Drawdown Date of any Prime Rate Loan, (ii) two (2)
Business Days prior to the proposed Drawdown Date of any Eurocurrency Rate Loan
denominated in Dollars and (iii) three (3) Business Days prior to the proposed
Drawdown Date of any Eurocurrency Rate Loan denominated in an Optional
Currency.  Each such notice shall specify (A) the principal amount of
the Loan requested, stated either in Dollars or, subject to §2.9 hereof, in an
Optional Currency, (B) the proposed Drawdown Date of such Loan, (C) the Interest
Period for such Loan and (D) the Type of such Loan.  Promptly upon
receipt of any such notice, the Agent shall notify each of the Banks
thereof.  Each Loan Request shall be irrevocable and binding on the
Borrower and shall obligate the Borrower to accept the Loan requested from the
Banks on the proposed Drawdown Date.  Each Loan Request shall be in a
minimum aggregate amount of $250,000 or integral multiples of $50,000 in excess
thereof (or, in the case of a Eurocurrency Rate Loan denominated in an Optional
Currency, that whole number the Dollar Equivalent of which is nearest to
$250,000 or an integral multiple of $50,000 in excess thereof, rounded to the
nearest thousand; provided that other
amounts denominated in an Optional Currency the Dollar Equivalent of which is
greater than $250,000 but not an integral multiple of $50,000 may be borrowed
with the consent of each of the Banks).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -30-

       

      2.7.  Conversion
Options.  

       

      2.7.1.  Conversion
to Different Type of Loan.  The
Borrower may elect from time to time to convert any outstanding Loan denominated
in Dollars to a Loan of another Type denominated in Dollars, provided that (i)
with respect to any such conversion of a Loan to a Prime Rate Loan, the Borrower
shall give the Agent at least one (1) Business Days prior written notice of such
election; (ii) with respect to any such conversion of a Prime Rate Loan to a
Eurocurrency Rate Loan, the Borrower shall give the Agent at least two (2)
Business Days prior written notice of such election; (iii) with respect to any
such conversion of a Eurocurrency Rate Loan into a Prime Rate Loan, such
conversion shall only be made on the last day of the Interest Period with
respect thereto unless the Borrower shall have complied with §5.10, and (iv) no
Loan may be converted into a Eurocurrency Rate Loan when any Default or Event of
Default has occurred and is continuing.  On the date on which such
conversion is being made each Bank shall take such action as is necessary to
transfer its Commitment Percentage of such Loans to its Domestic Lending Office
or its Eurocurrency Lending Office, as the case may be.  All or any
part of outstanding Loans denominated in Dollars of any Type may be converted
into a Loan denominated in Dollars of another Type as provided herein, provided that any
partial conversion shall be in an aggregate principal amount of $250,000 or an
integral multiple of $50,000 in excess thereof.  Each Conversion
Request relating to the conversion of a Loan to a Eurocurrency Rate Loan shall
be irrevocable by the Borrower.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -31-

       

      2.7.2.  Continuation
of Type of Loan.  Any Loan
of any Type may be continued as a Loan of the same Type upon the expiration of
an Interest Period with respect thereto by compliance by the Borrower with the
notice provisions contained in §2.7.1; provided that (a) as
to any Eurocurrency Rate Loan denominated in Dollars, no such Eurocurrency Rate
Loan may be continued as such when any Default or Event of Default has occurred
and is continuing, but shall be automatically converted to a Prime Rate Loan on
the last day of the first Interest Period relating thereto ending during the
continuance of any Default or Event of Default of which officers of the Agent
active upon the Borrower's account have actual knowledge, and (b) as to any
Eurocurrency Rate Loan denominated in an Optional Currency, no such Eurocurrency
Rate Loan may be continued as such when a Default or Event of Default has
occurred or is continuing or the provisions of §2.9 hereof have not or cannot be
met at the time of such continuation, but shall be repaid by the Borrower on the
last day of the Interest Period relating thereto.  In the event that
the Borrower fails to provide any such notice with respect to the continuation
of any Eurocurrency Rate Loan as such, then (a) such Eurocurrency Rate Loan
denominated in Dollars shall be automatically converted to a Prime Rate Loan on
the last day of the first Interest Period relating thereto, and (b) as to any
Eurocurrency Rate Loan denominated in an Optional Currency, shall be repaid on
the last day of the Interest Period relating thereto.  The Agent shall
notify the Banks promptly when any such automatic conversion contemplated by
this §2.7 is scheduled to occur.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -32-

       

      2.7.3.  Eurocurrency
Rate Loans.  Any
conversion to or from Eurocurrency Rate Loans shall be in such amounts and be
made pursuant to such elections so that, after giving effect thereto, the
aggregate principal amount of all Eurocurrency Rate Loans having the same
Interest Period shall not be less than $250,000 or an integral multiple of
$50,000 in excess thereof (or, in the case of a Eurocurrency Rate Loan
denominated in an Optional Currency, that whole number the Dollar Equivalent of
which is nearest to $250,000 or an integral multiple of $50,000 in excess
thereof, rounded to the nearest thousand; provided that other
amounts denominated in an Optional Currency the Dollar Equivalent of which is
greater than $250,000 but not an integral multiple of $50,000 may be outstanding
with the consent of each of the Banks).  At no time with respect to
all Loans under this Credit Agreement shall there be more than six (6)
Eurocurrency Rate Loans having different Interest Periods
outstanding.

       

      2.8.  Funds for
Loans.  

       

      2.8.1.  Funding
Procedures.  Not later
than 1:00 p.m. (Boston time) on the proposed Drawdown Date of any Loans, each of
the Banks will make available to the Agent, at the Agent's Head Office, in Same
Day Funds, the amount of such Bank's Commitment Percentage of the amount of the
requested Loans.  Upon receipt from each Bank of such amount, and upon
receipt of the documents required by §10 (in the case of such Loans to be made
on the Closing Date) and §11, and the satisfaction of the other conditions set
forth therein, to the extent applicable, the Agent will make available to the
Borrower the aggregate amount of such Loans made available to the Agent by the
Banks.  The failure or refusal of any Bank to make available to the
Agent at the aforesaid time and place on any Drawdown Date the amount of its
Commitment Percentage of the requested Loans shall not relieve any other Bank
from its several obligation hereunder to make available to the Agent the amount
of such other Bank's Commitment Percentage of any requested Loans.  In
the event that any Bank gives the Agent notice that it will not make available
to the Agent the amount of its Commitment Percentage of the requested Loans, the
Agent will promptly notify the Borrower of its receipt of such
notice.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -33-

       

      2.8.2.  Replacement
Banks.  If any
Bank fails to make available to the Agent its Commitment Percentage of any Loan
within three (3) Business Days following the Drawdown Date of such Loan (each,
an "Affected Bank"), then within a period of thirty (30) days after such
Drawdown Date, the Borrower may, but shall not be required to, request that a
replacement bank or banks designated by the Borrower and satisfactory to the
Agent acquire and assume the outstanding Loans and Commitment of the Affected
Bank.  The Affected Bank, any replacement bank or banks which are to
acquire the Loans and Commitment of the Affected Bank and the Borrower shall
execute and deliver to the Agent, in accordance with the provisions of §18
hereof, such Assignments and Acceptances and other instruments, including,
without limitation, Notes, as are required pursuant to §18 hereof to give effect
to such acquisition and assumption. On the effective date of the applicable
Assignments and Acceptances, the Borrower shall pay to the Affected Bank all
interest accrued on its Loans up to but excluding such date, along with any fees
payable to such Affected Bank hereunder up to but excluding such date, other
than commitment fees accrued in accordance with §2.2 for any period after the
Drawdown Date of the Loan that the Affected Bank failed to make available to the
Agent; provided
that if the Loan that the Affected Bank failed to make available was to
have been denominated in an Optional Currency, the Borrower shall pay to such
Affected Bank all such fees (including all commitment fees) through the
effective date of the applicable Assignment and Acceptance.

       

      2.9. Optional
Currencies.  

       

      2.9.1. General.  Subject to
this §2.9.1 and the satisfaction of the terms and conditions of §10 (in the case
of such Loans to be made on the Closing Date) and §11, each Loan requested to be
made in an Optional Currency will be made on the Drawdown Date specified
therefor in the applicable Loan Request, in the Optional Currency requested in
such Loan Request and, upon being so made, will have the Interest Period
requested in such Loan Request.  If on or prior to any Drawdown Date
of a Loan which the Borrower has requested be denominated in an Optional
Currency, any Bank determines (which determination shall be conclusive) that the
requested Optional Currency is not freely transferable and convertible into
Dollars or that it will be impracticable for such Bank to fund the Loan in such
Optional Currency, then such Bank shall immediately so notify the Agent and the
Borrower, and such Bank’s portion of the requested Loan shall instead be
denominated in Dollars.  In the event that the Borrower repays such
portion of a Loan denominated in Dollars in accordance with §3 hereof and such
repayment, and the fluctuation of currency exchange rates, results in Loans
being then outstanding that are not held pro rata in
accordance with respective Commitment Percentages of the Banks, then all
subsequent principal repayments denominated in the Optional Currency which the
applicable Bank did not advance shall be made by the Borrower to the Agent for
the respective accounts of the Banks other than such Bank on a pro rata basis until
such time as the Loans are outstanding on a pro rata
basis.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -34-

       

      2.9.2. Exchange
Rate.  For
purposes of this Credit Agreement the amount in one Optional Currency which
shall be equivalent on any particular date to a specified amount in another
Optional Currency shall be that amount (as conclusively ascertained by the Agent
by its normal banking practices, absent manifest error) in the first Optional
Currency which is or could be purchased by the Agent (in accordance with normal
banking practices) with such specified amount of the second Optional Currency in
any recognized Eurocurrency Interbank Market selected by the Agent in good faith
for delivery on such date at the spot rate of exchange prevailing at 11:00 a.m.
(London time) on such date.

       

      2.9.3. Multiple Denominations.  In the
event that any portion of the funds available under the terms of this Credit
Agreement is denominated in one or more Optional Currencies, the Dollar
Equivalent of such portion of the funds shall be calculated pursuant to the
definition of “Dollar Equivalent”.  The amount so determined shall
then be added to the amount already outstanding in Dollars for the purpose of
determining the remaining availability of funds under §2.1 hereof and any
required repayments under §3.2(a).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -35-

       

      2.9.4. Funding.  A Bank may
make any Loan denominated in an Optional Currency by causing its Eurocurrency
Lending Office or any of its foreign branches or foreign affiliate to make such
Loan (whether or not such lending office, branch or affiliate is named as a
lending office on Schedule 1 hereto);
provided that
in such event the obligation of the Borrower to repay such Loan shall
nevertheless be to such Bank and shall, for all purposes of this Credit
Agreement (including without limitation for purposes of the definition of the
term "Majority Banks") be deemed made by such Bank to the extent of such Loan,
for the account of such applicable lending office, branch or
affiliate.

       

      3.     REPAYMENT OF THE REVOLVING
CREDIT LOANS.

       

      3.1.  Maturity.  The
Borrower promises to pay on the Maturity Date, and there shall become absolutely
due and payable on the Maturity Date, all Loans outstanding on such date,
together with any and all accrued and unpaid interest thereon.

       

      3.2.  Mandatory
Repayments of the Loans.  

       

      (a)          
If at any time the sum of the Dollar Equivalents of the outstanding amounts of
the Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations
exceeds the Total Commitment (whether as a result of currency fluctuations or
otherwise), then the Borrower shall immediately pay the amount of such excess to
the Agent for the respective accounts of the Banks for
application:  first, to any Unpaid Reimbursement Obligations; second,
to the Loans; and third, to provide to the Agent cash collateral for
Reimbursement Obligations as contemplated by §4.2(b) and (c).

       

      (b)           Each
payment of any Unpaid Reimbursement Obligations or prepayment of Loans shall be
allocated among the Banks, in proportion, as nearly as practicable, to each
Reimbursement Obligation or (as the case may be) the respective unpaid principal
amount of each Bank's Revolving Credit Note, with adjustments to the extent
practicable to equalize any prior payments or repayments not exactly in
proportion.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -36-

       

      3.3.  Optional
Repayments of the Loans.  The
Borrower shall have the right, at its election, to repay the outstanding amount
of the Loans, as a whole or in part, at any time without penalty or premium,
provided that
any full or partial prepayment of the outstanding amount of any Eurocurrency
Rate Loans pursuant to this §3.3 may be made only on the last day of the
Interest Period relating thereto unless the Borrower shall have complied with
§5.10.  The Borrower shall give the Agent written notice no later than
10:00 a.m. (Boston time) (i) on the date of any proposed prepayment pursuant to
this §3.3 of Prime Rate Loans, (ii) two (2) Business Days notice of any proposed
prepayment pursuant to this §3.3 of Eurocurrency Rate Loans denominated in
Dollars and (iii) three (3) Business Days notice of any proposed prepayment
pursuant to this §3.3 of Eurocurrency Rate Loans denominated in an Optional
Currency, in each case specifying the proposed date of prepayment of Loans and
the principal amount to be prepaid.  Each such partial prepayment of
the Loans shall be in an integral multiple of $50,000 (or in the case of a Loan
denominated in an Optional Currency an amount (rounded to the nearest thousand)
of which the Dollar Equivalent is $50,000), shall be accompanied by the payment
of accrued interest on the principal prepaid to the date of prepayment and shall
be applied, in the absence of instruction by the Borrower, first to the
principal of Prime Rate Loans and then to the principal of Eurocurrency Rate
Loans.  Each partial prepayment shall be allocated among the Banks, in
proportion, as nearly as practicable, to the respective unpaid principal amount
of each Bank's Revolving Credit Note, with adjustments to the extent practicable
to equalize any prior repayments not exactly in proportion.

       

      4.  LETTERS OF
CREDIT.  

       

      4.1.  Letter of Credit
Commitments.  

       

      4.1.1.  Commitment
to Issue Letters of Credit.  Subject to
the terms and conditions hereof and the execution and delivery by the Borrower
of a letter of credit application on the Agent's customary form (a "Letter of
Credit Application"), the Agent on behalf of the Banks and in reliance upon the
agreement of the Banks set forth in §4.1.4 and upon the representations and
warranties of the Borrower contained herein, agrees, in its individual capacity,
at any time and from time to  time from the Closing Date to the date
which is thirty (30) days prior to the Maturity Date, to issue, extend and renew
for the account of the Borrower one or more standby or documentary letters of
credit (individually, a "Letter of Credit") denominated in Dollars, in such form
as may be requested from time to time by the Borrower and agreed to by the
Agent; provided, however, that, after
giving effect to such request, (a) the sum of the aggregate Maximum Drawing
Amount and all Unpaid Reimbursement Obligations shall not exceed $5,000,000 at
any one time and (b) the sum of (i) the Maximum Drawing Amount of all Letters of
Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the Dollar
Equivalent of the amount of all Loans outstanding shall not exceed the Total
Commitment.  The parties hereto hereby acknowledge and agree that on
the Closing Date the Existing Letters of Credit shall be deemed to be, and shall
become, Letters of Credit outstanding hereunder for all purposes of this Credit
Agreement, including without limitation the Borrower's reimbursement obligations
under §4.2 and the reimbursement and participation obligations of the Banks
under §§4.1.4 and 4.1.5.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -37-

       

      4.1.2.  Letter of
Credit Applications.  Each
Letter of Credit Application shall be completed to the satisfaction of the
Agent.  In the event that any provision of any Letter of Credit
Application shall be inconsistent with any provision of this Credit Agreement,
then the provisions of this Credit Agreement shall, to the extent of any such
inconsistency, govern.

       

      4.1.3.  Terms of
Letters of Credit.  Each
Letter of Credit issued, extended or renewed hereunder shall, among other
things, (i) provide for the payment of sight drafts for honor thereunder when
presented in accordance with the terms thereof and when accompanied by the
documents described therein, and (ii) have an expiry date no later than seven
(7) days prior to the Maturity Date. Each Letter of Credit so issued, extended
or renewed shall be subject to the Uniform Customs or, in the case of a standby
Letter of Credit, either the Uniform Customs or the International Standby
Practices.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -38-

       

       

      4.1.4.  Reimbursement
Obligations of Banks.  Each Bank
severally agrees that it shall be absolutely liable, without regard to the
occurrence of any Default or Event of Default or any other condition precedent
whatsoever, to the extent of such Bank's Commitment Percentage, to reimburse the
Agent on demand for the amount of each draft paid by the Agent under each Letter
of Credit to the extent that such amount is not reimbursed by the Borrower
pursuant to §4.2 (such agreement for a Bank being called herein the "Letter of
Credit Participation" of such Bank).

       

      4.1.5.  Participations
of Banks.  Each such
payment made by a Bank shall be treated as the purchase by such Bank of a
participating interest in the Borrower's Reimbursement Obligation under §4.2 in
an amount equal to such payment.  Each Bank shall share in accordance
with its participating interest in any interest which accrues pursuant to
§4.2.

       

      4.2.  Reimbursement
Obligation of the Borrower.  In order
to induce the Agent to issue, extend and renew each Letter of Credit and the
Banks to participate therein, the Borrower hereby agrees to reimburse or pay to
the Agent, for the account of the Agent or (as the case may be) the Banks, with
respect to each Letter of Credit issued, extended or renewed by the Agent
hereunder,

       

      (a)           except
as otherwise expressly provided in §4.2(b) and (c), on each date that any draft
presented under such Letter of Credit is honored by the Agent, or the Agent
otherwise makes a payment with respect thereto, (i) the amount paid by the Agent
under or with respect to such Letter of Credit, and (ii) the amount of any taxes
(other than Excluded Taxes), fees, charges or other costs and expenses
whatsoever incurred by the Agent or any Bank in connection with any payment made
by the Agent or any Bank under, or with respect to, such Letter of
Credit,

       

      (b)           upon
the reduction (but not termination) of the Total Commitment to an amount less
than the Maximum Drawing Amount, an amount equal to such difference, which
amount shall be held by the Agent for the benefit of the Banks and the Agent as
cash collateral for all Reimbursement Obligations, and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -39-

       

      (c)           upon
the termination of the Total Commitment, or the acceleration of the
Reimbursement Obligations with respect to all Letters of Credit in accordance
with §12, an amount equal to the then Maximum Drawing Amount on all Letters of
Credit, which amount shall be held by the Agent for the benefit of the Banks and
the Agent as cash collateral for all Reimbursement Obligations.

       

      Each such
payment shall be made to the Agent at the Agent's Head Office in Same Day
Funds.  Interest on any and all amounts remaining unpaid by the
Borrower under this §4.2 at any time from the date such amounts become due and
payable (whether as stated in this §4.2, by acceleration or otherwise) until
payment in full (whether before or after judgment) shall be payable to the Agent
on demand at the rate specified in §5.11 for overdue principal on Prime Rate
Loans.

       

      4.3.  Letter of
Credit Payments.  If any
draft shall be presented or other demand for payment shall be made under any
Letter of Credit, the Agent shall notify the Borrower of the date and amount of
the draft presented or demand for payment and of the date and time when it
expects to pay such draft or honor such demand for payment.  If the
Borrower fails to reimburse the Agent as provided in §4.2 on or before the date
that such draft is paid or other payment is made by the Agent, the Agent may at
any time thereafter notify the Banks of the amount of any such Unpaid
Reimbursement Obligation.  No later than 3:00 p.m. (Boston time) on
the Business Day next following the receipt of such notice, each Bank shall make
available to the Agent, at the Agent's Head Office, in Same Day Funds, such
Bank's Commitment Percentage of such Unpaid Reimbursement Obligation, together
with an amount equal to the product of (i) the average, computed for the period
referred to in clause (iii) below, of the Overnight Rate for each day included
in such period, times (ii) the amount
equal to such Bank's Commitment Percentage of such Unpaid Reimbursement
Obligation, times (iii) a
fraction, the numerator of which is the number of days that elapse from and
including the date the Agent paid the draft presented for honor or otherwise
made payment to the date on which such Bank's Commitment Percentage of such
Unpaid Reimbursement obligation shall become immediately available to the Agent,
and the denominator of which is 360.  The responsibility of the Agent
to the Borrower and the Banks shall be only to determine that the documents
(including each draft) delivered under each Letter of Credit in connection with
such presentment shall be in conformity in all material respects with such
Letter of Credit.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -40-

       

      4.4.  Obligations
Absolute.  The
Borrower's obligations under this §4 shall be absolute and unconditional under
any and all circumstances and irrespective of the occurrence of any Default or
Event of Default or any condition precedent whatsoever or any setoff,
counterclaim or defense to payment which the Borrower may have or have had
against the Agent, any Bank or any beneficiary of a Letter of
Credit.  The Borrower further agrees with the Agent and the Banks that
the Agent and the Banks shall not be responsible for, and the Borrower's
Reimbursement Obligations under §4.2 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, the
beneficiary of any Letter of Credit or any financing institution or other party
to which any Letter of Credit may be transferred or any claims or defenses
whatsoever of the Borrower against the beneficiary of any Letter of Credit or
any such transferee.  The Agent and the Banks shall not be liable for
any error, omission, interruption or delay in transmission, dispatch or delivery
of any message or advice, however transmitted, in connection with any Letter of
Credit, except to the extent such error, omission, interruption or delay arose
from the Agent's gross negligence or willful misconduct.  The Borrower
agrees that any action taken or omitted by the Agent or any Bank under or in
connection with each Letter of Credit and the related drafts and documents, if
done in good faith and absent gross negligence or willful misconduct, shall be
binding upon the Borrower and shall not result in any liability on the part of
the Agent or any Bank to the Borrower.

       

      4.5.  Reliance
by Issuer.  To the
extent not inconsistent with §4.4, the Agent shall be entitled to rely, and
shall be fully protected in relying upon, any Letter of Credit, 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 the
Agent.  In connection with Letters of Credit, the Agent shall be fully
justified in failing or refusing to take any action under this Credit Agreement
unless it shall first have received such advice or concurrence of the Majority
Banks as it reasonably deems appropriate or it shall first be indemnified to its
reasonable satisfaction by the Banks against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. In connection with Letters of Credit, the Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Credit
Agreement in accordance with a request of the Majority Banks, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
the Banks and all future holders of the Revolving Credit Notes or of a Letter of
Credit Participation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -41-

       

      4.6.  Letter of
Credit Fee.  The
Borrower shall pay a fee (in each case, a "Letter of Credit Fee") to the Agent
in respect of each documentary or standby Letter of Credit calculated at the
rate equal to the Applicable Margin for Eurocurrency Rate Loans per annum of the
face amount of such Letter of Credit, which Letter of Credit Fee shall be for
the accounts of the Banks in accordance with their respective Commitment
Percentages.  The Letter of Credit Fees for each Letter of Credit
shall be payable quarterly in arrears on the first day of each calendar quarter
for the immediately preceding calendar quarter.  In respect of each
Letter of Credit, the Borrower shall also pay to the Agent for the Agent's own
account, at such other time or times as such charges are customarily made by the
Agent, the Agent's customary issuance, amendment, negotiation or document
examination and other administrative fees as in effect from time to
time.

       

      5.  CERTAIN GENERAL
PROVISIONS.  

       

      5.1.  Arrangement
Fee.  The
Borrower agrees to pay to the Agent, for the Agent's own account, on the Closing
Date an arrangement fee in the amount set forth the Fee Letter.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -42-

       

      5.2.  Agent's
Fee.  

       

      The
Borrower agrees to pay to the Agent, for the Agent's own account, on the Closing
Date and on the other dates set forth in the Fee Letter, an Agent's fee in the
amount set forth in the Fee Letter.

       

      5.3.  Funds for
Payments.  

       

      5.3.1.  Payments
to Agent.  All
payments of principal, interest, Reimbursement Obligations, commitment fees,
Letter of Credit Fees and any other amounts due hereunder or under any of the
other Loan Documents shall be made in Same Day Funds on the due date thereof to
the Agent, for the respective accounts of the Banks and the Agent, at the
Agent's Head Office or at such other place that the Agent may from time to time
designate, in each case at or about 11:00 a.m. (Boston, Massachusetts, time or
other local time at the place of payment).

       

      5.3.2.  No
Offset, etc.  All
payments by the Borrower hereunder and under any of the other Loan Documents
shall be made without recoupment, setoff or counterclaim and free and clear of
and without deduction for any taxes (other than any Excluded Taxes, if
applicable), levies, imposts, duties, charges, fees, deductions, withholdings,
compulsory loans, restrictions or conditions of any nature now or hereafter
imposed or levied by any jurisdiction or any political subdivision thereof or
taxing or other authority therein unless the Borrower is compelled by law to
make such deduction or withholding.  If any such obligation is imposed
upon the Borrower with respect to any amount payable by it hereunder or under
any of the other Loan Documents, the Borrower will pay to the Agent, for the
account of the Banks or (as the case may be) the Agent, on the date on which
such amount is due and payable hereunder or under such other Loan Document, such
additional amount in Dollars as shall be necessary to enable the Banks or the
Agent to receive the same net amount which the Banks or the Agent would have
received on such due date had no such obligation been imposed upon the
Borrower.  The Borrower will deliver promptly to the Agent
certificates  or other valid vouchers for all taxes or other charges
deducted from or paid with respect to payments made by the Borrower hereunder or
under such other Loan Document.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -43-

       

      5.3.3. Currency
Matters.  

       

      (a)           Dollars
are the currency of payment for each and every sum due at any time from the
Borrower hereunder; provided, that (i)
except as expressly provided in this Credit Agreement, each repayment of a Loan
or a part thereof shall be made in the currency in which such Loan is
denominated at the time of repayment; (ii) each payment of interest shall be
made in the currency in which the applicable principal amount is denominated;
(iii) each payment of Letter of Credit Fees and commitment fees shall be in
Dollars; (iv) each payment in respect of costs, expenses and indemnities shall
be made in the currency in which they were incurred; and (v) any amount
expressed to be payable in a currency other than Dollars shall be paid in that
other currency.

       

      (b)           No
payment to the Agent or any Bank (whether under any judgment or court order or
otherwise) shall discharge the obligation or liability in respect of which it
was made unless and until the Agent or such Bank shall have received payment in
full in the currency in which such obligation or liability was incurred, and to
the extent that the amount of any such payment shall, on actual conversion into
such currency, fall short of such obligation or liability expressed in that
currency, the Borrower shall indemnify and hold harmless the Agent or such Bank,
as the case may be, with respect to the amount of the shortfall.  In
the event that, notwithstanding the requirements of §5.3.3(a), the Borrower
makes a payment in a currency other than the currency in which the amount to be
paid is expressed, the Agent or the Bank receiving such payment shall use
reasonable efforts to convert such amount promptly into such currency in
accordance with its usual and customary practice.

       

      5.4.  Computations.  All
computations of interest on the Loans (other than Prime Rate Loans), commitment
fees, Letter of Credit Fees and all other fees and charges shall be based on a
360-day year and paid for the actual number of days elapsed.  All
computations of interest on Prime Rate Loans shall be based on a 365-day year
and paid for the actual number of days elapsed.  Except as otherwise
provided in the definition of the term "Interest Period" with respect to
Eurocurrency Rate Loans, whenever a payment hereunder or under any of the other
Loan Documents becomes due on a day that is not a Business Day, the due date for
such payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension. The Agent shall disclose to the Borrower the
outstanding amount of the Loans as reflected on the Revolving Credit Note
Records from time to time within ten (10) days after notice from the Borrower
requesting such amount.  The outstanding amount of the Loans as
reflected on the Revolving Credit Note Records from time to time shall be
considered correct and binding on the Borrower unless within five (5) Business
Days after receipt of any notice by the Agent or any of the Banks of such
outstanding amount, the Agent or such Bank shall notify the Borrower to the
contrary.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -44-

       

      5.5.  Inability
to Determine Eurocurrency Rate.  In the
event, prior to the commencement of any Interest Period relating to any
Eurocurrency Rate Loan, the Agent shall determine that adequate and reasonable
methods do not exist for ascertaining the Eurocurrency Rate that would otherwise
determine the rate of interest to be applicable to any Eurocurrency Rate Loan
during any Interest Period, the Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the Borrower and the
Banks) to the Borrower and the Banks.  In such event (i) any Loan
Request or Conversion Request with respect to Eurocurrency Rate Loans shall, in
the case of Loans denominated in Dollars, be deemed a request for Prime Rate
Loans, and in the case of any Eurocurrency Loan denominated in an Optional
Currency, be withdrawn, (ii) each Eurocurrency Rate Loan denominated in Dollars
will automatically, on the last day of the then current Interest Period relating
thereto, become a Prime Rate Loan, (iii) each Eurocurrency Rate Loan denominated
in an Optional Currency will be required to be repaid on the last day of the
then current Interest Period relating thereto, and (iv) the obligations of the
Banks to make Eurocurrency Rate Loans shall be suspended until the Agent
determines that the
circumstances giving rise to such suspension no longer exist, whereupon the
Agent shall so notify the Borrower and the Banks.

       

      5.6.  Illegality.  Notwithstanding
any other provisions herein, if any change in any law, regulation, treaty or
directive or in the interpretation or application thereof shall make it unlawful
for any Bank to make or maintain Eurocurrency Rate Loans, such Bank shall
forthwith give notice of such circumstances to the Borrower and the other Banks
and thereupon (i) the commitment of such Bank to make Eurocurrency Rate Loans or
convert Loans of another Type to Eurocurrency Rate Loans or to make Loans in any
Optional Currency shall forthwith be suspended and (ii) such Bank's Loans then
outstanding as Eurocurrency Rate Loans, if any, shall (x) if denominated in
Dollars, be converted automatically to Prime Rate Loans on the last day of each
Interest Period applicable to such Eurocurrency Rate Loans or within such
earlier period as may be required by law and (y) if denominated in an Optional
Currency, be immediately repaid.  The Borrower hereby agrees promptly
to pay the Agent for the account of such Bank, upon demand by such Bank, any
additional amounts necessary to compensate such Bank for any costs incurred by
such Bank in making any conversion in accordance with this §5.6, including any
interest or fees payable by such Bank to lenders of funds obtained by it in
order to make or maintain its Eurocurrency Rate Loans hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -45-

       

      5.7.  Additional
Costs, etc.  If any
change in any applicable law, which expression, as used herein, includes
statutes, rules and regulations thereunder and interpretations thereof by any
competent court or by any governmental or other regulatory body or official
charged with the administration or the interpretation thereof and requests,
directives, instructions and notices at any time or from time to time hereafter
made upon or otherwise issued to any Bank or the Agent by any central bank or
other fiscal, monetary or other authority (whether or not having the force of
law), shall:

       

      (a)           subject
any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or
withholding of any nature with respect to this Credit Agreement, the other Loan
Documents, any Letters of Credit, such Bank's Commitment or the Loans (other
than Excluded Taxes), or

       

      (b)           change
the basis of taxation (except for changes in Excluded Taxes) of payments to any
Bank of the principal of or the interest on any Loans or any other amounts
payable to any Bank or the Agent under this Credit Agreement or any of the other
Loan Documents, or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -46-

       

      (c)           impose
or increase or render applicable (other than to the extent specifically provided
for elsewhere in this Credit Agreement) any special deposit, reserve,
assessment, liquidity, capital adequacy or other similar requirements (whether
or not having the force of law) against assets held by, or deposits in or for
the account of, or loans by, or letters of credit issued by, or commitments of
an office of any Bank, or

       

      (d)           impose
on any Bank or the Agent any other conditions or requirements with respect to
this Credit Agreement, the other Loan Documents, any Letters of Credit, the
Loans, such Bank's Commitment, or any class of loans, letters of credit or
commitments of which any of the Loans or such Bank's Commitment forms a
part,

       

      and the
result of any of the foregoing is:

       

      (i)           to
increase in any material respect the cost to any Bank of making, funding,
issuing, renewing, extending or maintaining any of the Loans or such Bank's
Commitment or any Letter of Credit, or

       

      (ii)          to
reduce the amount of principal, interest, Reimbursement Obligation or other
amount payable to such Bank or the Agent hereunder on account of such Bank's
Commitment, any Letter of Credit or any of the Loans, or

       

      (iii)         to
require such Bank or the Agent to make any payment or to forego any interest or
Reimbursement Obligation or other material sum payable hereunder, the amount of
which payment or foregone interest or Reimbursement Obligation or other sum is
calculated by reference to the gross amount of any sum receivable or deemed
received by such Bank or the Agent from the Borrower hereunder,

       

      then, and
in each such case, the Borrower will, upon demand made by such Bank or (as the
case may be) the Agent at any time and from time to time and as often as the
occasion therefor may arise, pay to such Bank or the Agent such additional
amounts as will be sufficient to compensate such Bank or the Agent for such
additional cost, reduction, payment or foregone interest or Reimbursement
Obligation or other sum.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        -47-

      

       

      5.8.  Capital
Adequacy.  If after
the date hereof any Bank or the Agent determines that (i) the adoption of or
change in any law, governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law) regarding capital requirements for
banks or bank holding companies or any change in the interpretation or
application thereof by a court or governmental authority with appropriate
jurisdiction, or (ii) compliance by such Bank or the Agent or any corporation
controlling such Bank or the Agent with any law, governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law) of any
such entity regarding capital adequacy, has the effect of reducing the return on
such Bank's or the Agent's commitment with respect to any Loans to a level below
that which such Bank or the Agent could have achieved but for such adoption,
change or compliance (taking into consideration such Bank's or the Agent's then
existing policies with respect to capital adequacy and assuming full utilization
of such entity's capital) by any amount deemed by such Bank or (as the case may
be) the Agent to be material, then such Bank or the Agent may notify the
Borrower of such fact.  To the extent that the amount of such
reduction in the return on capital is not reflected in the applicable interest
rate, the Borrower and such Bank shall thereafter attempt to negotiate in good
faith, within thirty (30) days of the day on which the Borrower receives such
notice, an adjustment payable hereunder that will adequately compensate such
Bank in light of these circumstances.  If the Borrower and such Bank
are unable to agree to such adjustment within thirty (30) days of the date on
which the Borrower receives such notice, then commencing on the date of such
notice (but not earlier than the effective date of any such increased capital
requirement), the fees payable hereunder shall increase by an amount that will,
in such Bank's reasonable determination, provide adequate
compensation.  Each Bank shall allocate such cost increases among its
customers in good faith and on an equitable basis.

       

      
        5.9.  Certificate.  A
certificate setting forth any additional amounts payable pursuant to §§5.7 or
5.8 and a brief explanation of such amounts which are due, submitted by any Bank
or the Agent to the Borrower, shall be conclusive, absent manifest error, that
such amounts are due and owing.

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -48-

       

      5.10.  Indemnity.  The
Borrower agrees to indemnify each Bank and to hold  each Bank harmless
from and against any loss, cost or expense (including loss of anticipated
profits) that such Bank may sustain or incur as a consequence of (i) default by
the Borrower in payment of the principal amount of or any interest on any
Eurocurrency Rate Loans as and when due and payable, including any such loss or
expense arising from interest or fees payable by such Bank to lenders of funds
obtained by it in order to maintain its Eurocurrency Rate Loans, (ii) default by
the Borrower in making a borrowing or conversion after the Borrower has given
(or is deemed to have given) a Loan Request or a Conversion Request relating
thereto in accordance with §2.6 or §2.7 or (iii) the making of any payment of a
Eurocurrency Rate Loan or the making of any conversion of any such Loan to a
Prime Rate Loan on a day that is not the last day of the applicable Interest
Period with respect thereto, including interest or fees payable by such Bank to
lenders of funds obtained by it in order to maintain any such
Loans.

       

      5.11.  Interest After
Default.  During the
continuance of a Default or an Event of Default the principal of the Loans and
all other amounts payable hereunder or under any of the other Loan Documents
shall, until such Default or Event of Default has been cured or remedied or such
Default or Event of Default has been waived by the Majority Banks pursuant to
§25, bear interest at a rate per annum (a) in the case of the Loans, equal to
two percent (2%) above the rate of interest otherwise applicable to such Loans
pursuant to §2.5, and (b) in the case of all such other amounts, equal to two
percent (2%) above the rate of interest otherwise applicable to Prime Rate Loans
pursuant to §2.5.

       

      5.12. European Monetary
Union.  

       

      (a)           If,
as a result of the implementation of the EMU, (i) any Optional Currency ceases
to be lawful currency of the nation issuing such Optional Currency and is
replaced by the Euro as the lawful currency of such nation, or (ii) any Optional
Currency and the Euro are at the same time recognized by the central bank or
comparable authority of the nation issuing such Optional Currency as lawful
currency of such nation, then:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -49-

       

      (x)           if
the Agent or the Majority Banks shall so notify the Borrower, any amount payable
hereunder in such Optional Currency shall instead be payable in the Euro and the
amount so payable shall be determined by translating the amount payable in such
Optional Currency to the Euro at the exchange rate recognized by the European
Central Bank for the purposes of implementing the EMU; and

       

      (y)           if
so specified in the notice delivered under clause (x) or in any subsequent
notice, the Optional Currency recognized at the same time as the Euro shall no
longer be available as an Optional Currency for purposes of this Credit
Agreement. Such notice shall apply to (1) any Loan to be made on or after such
notice or (2) any Loan outstanding at the time of such notice and denominated in
such Optional Currency, following the expiration of the Interest Period
applicable to such outstanding Loan.

       

      (b)           The
Agent may in its discretion by notice to the Banks and the Borrower (i) modify
the definition of "Business Day" to include a principal financial center of any
Participating Member State where Loans denominated in the Euro are or are to be
funded, or any amounts are or are to be paid in Euros; (ii) designate an account
or accounts at a bank in a principal financial center of any Participating
Member State for receiving payments to the Agent, whether for the account of the
Agent or for the account of the Banks, in immediately available funds, in Euros
or for disbursing Loans denominated in Euros; (iii) designate the date or time
for fixing the Eurocurrency Rate for Loans denominated in Euros for any Interest
Period to be consistent with any practice or convention in the applicable
interbank market; (iv) designate the fraction for rounding upwards quotations to
the Reference Bank used to determine the Eurocurrency Rate for Loans denominated
in Euros, to be consistent with the rounding of quotations by the Reference Bank
for other Optional Currencies and consistent with any practice or convention in
the applicable interbank market, in the reasonable judgment of the Agent; (v)
designate other mechanics for fixing the Eurocurrency Rate for Loans denominated
in Euros to be, in the reasonable judgment of the Agent, consistent with the
mechanics for determining rates for other Optional Currencies and consistent
with any practice or convention in the applicable interbank market, in the
reasonable judgment of the Agent; (vi) designate the basis of accrual of
interest, fees or other amounts to be consistent with any practice or convention
in the applicable interbank market with respect to amounts calculated or payable
in Euros; (vii) designate a convenient amount in Euros to account for de minimis rounding
in instances where this Credit Agreement specifies an amount to be paid in an
Optional Currency that is, under the terms of this Section, to be paid in
Euros.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -50-

       

      (c)           Section
5.5 of this Credit Agreement shall not apply in the event that an Optional
Currency is not available or an interbank offered rate may not be quoted for
such Optional Currency, solely because such Optional Currency ceases to be
lawful currency of the nation issuing such Optional Currency and is replaced by
the Euro as the lawful currency of such nation, so long as the Euro is available
as an Optional Currency and the Eurocurrency Rate may be quoted for the
Euro.

       

      (d)           The
Borrower agrees, at the request of any Bank or the Agent, to compensate such
Bank or the Agent for any reasonable loss, cost, expense or reduction in return
that shall be incurred or sustained by such Bank or the Agent as a result of the
implementation of the EMU that would not have been incurred or sustained but for
the transactions contemplated by this Credit Agreement.  A certificate
of a Bank or the Agent setting forth (i) the amount or amounts necessary to
compensate such Bank or the Agent, (ii) a description of the nature of the loss
or expense sustained or incurred by such Bank or the Agent, as the case may be,
as a consequence thereof and (iii) a reasonably detailed explanation of the
calculation thereof shall be delivered to the Borrower and shall be conclusive
absent manifest error.  The Borrower shall pay such Bank or the Agent,
as the case may be, the amount shown as due on any such certificate within 10
days after receipt thereof.  Each Bank shall allocate such cost
increases among its customers in good faith and on an equitable
basis.

       

      6.  REPRESENTATIONS AND
WARRANTIES OF THE BORROWER.  

       

      The
Borrower represents and warrants to the Banks and the Agent as
follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -51-

       

      6.1.  Corporate
Authority.  

       

      6.1.1.  Incorporation;
Good Standing.  Each of
the Borrower and its Subsidiaries (i) is a corporation or other limited
liability entity duly organized, validly existing and in good standing under the
laws of its state or other jurisdiction of incorporation except, in the case of
Foreign Subsidiaries, where the failure to be so organized, existing or in good
standing would not have a Material Adverse Effect, (ii) has all requisite
corporate power to own its property and conduct its business as now conducted
and as presently contemplated, and (iii) is in good standing as a foreign
corporation and is duly authorized to do business in each jurisdiction where
such qualification is necessary except where a failure to be so qualified would
not have a Material Adverse Effect.

       

      6.1.2.  Authorization.  The
execution, delivery and performance of this Credit Agreement and the other Loan
Documents to which the Borrower or any of its Subsidiaries is or is to become a
party and the transactions contemplated hereby and thereby (i) are within the
authority (corporate or otherwise) of such Person, (ii) have been duly
authorized by all necessary proceedings (corporate or otherwise), (iii) to the
knowledge of the Borrower or any of its Subsidiaries, do not conflict with or
result in any breach or contravention of any provision of law, statute, rule or
regulation to which the Borrower or any of its Subsidiaries is subject or any
judgment, order, writ, injunction, license or permit applicable to the Borrower
or any of its Subsidiaries and (iv) do not conflict with any provision of the
charter or bylaws of, or any agreement or other instrument binding upon, the
Borrower or any of its Subsidiaries.

       

      6.1.3.  Enforceability.  The
execution and delivery of this Credit Agreement and the other Loan Documents to
which the Borrower or any of its Subsidiaries is or is to become a party will
result in valid and legally binding obligations of such Person enforceable
against it in accordance with the respective terms and provisions hereof and
thereof, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors' rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be
brought.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -52-

       

      6.2.  Governmental
Approvals.  The
execution, delivery and performance by the Borrower and any of its Subsidiaries
of this Credit Agreement and the other Loan Documents to which the Borrower or
any of its Subsidiaries is or is to become a party and the transactions
contemplated hereby and thereby do not require the approval or consent of, or
filing with, any governmental agency or authority other than those already
obtained.

       

      6.3.  Title to
Properties; Leases.  Except as
indicated on Schedule6.3 hereto and except
for property and assets disposed of pursuant to §8.5.2, the Borrower and its
Subsidiaries own all of the assets reflected in the consolidated balance sheet
of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired
since that date (except property and assets either singly or in the aggregate
(i) the failure of which to be owned by the Borrower or a Subsidiary would not
have a Material Adverse Effect, or (ii) sold or otherwise disposed of in the
ordinary course of business since that date), subject to no rights of others,
including any mortgages, leases, conditional sales agreements, title retention
agreements, liens or other encumbrances except Permitted Liens.

       

      6.4.  Financial
Statements and Projections.  

       

      6.4.1.  Fiscal
Year.  Except as
set forth in Schedule
6.4.1, the Borrower and each of its Domestic Subsidiaries has a fiscal
year which is the twelve months beginning on the Monday nearest January 1 and
ending on the Sunday nearest December 31 of each year.

       

      6.4.2.  Financial
Statements.  There has
been furnished to each of the Banks a consolidated balance sheet of the Borrower
and its Subsidiaries as at the Balance Sheet Date, and a consolidated statement
of income of the Borrower and its Subsidiaries for the fiscal year then ended,
each certified by Ernst & Young LLP.  Such balance sheet and
statement of income have been prepared in accordance with generally accepted
accounting principles and fairly present the financial condition of the Borrower
as at the close of business on the date thereof and the results of operations
for the fiscal year then ended.  There are no contingent liabilities
of the Borrower or any of its Subsidiaries as of such date involving material
amounts, known to the officers of the Borrower, which were not disclosed in such
balance sheet and the notes related thereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -53-

       

      6.4.3.  Projections.  The
projections of the annual operating budgets of the Borrower and its Subsidiaries
on a consolidated basis, balance sheets and cash flow statements for the 2000 to
2004 fiscal years of the Borrower, copies of which have been delivered to each
Bank, disclose all material assumptions made with respect to general economic,
financial and market conditions used in formulating such
projections.  To the knowledge of the Borrower or any of its
Subsidiaries, no facts exist that (individually or in the aggregate) would
result in any material change in any of such projections.  The
projections are based upon reasonable estimates and assumptions, have been
prepared on the basis of the assumptions stated therein and reflect the
reasonable estimates of the Borrower and its Subsidiaries of the results of
operations and other information projected therein.

       

      6.5.  No
Material Changes, Solvency etc.  (a) Since the
Balance Sheet Date there has occurred no materially adverse change in the
financial condition or business of the Borrower and its Subsidiaries as shown on
or reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date, or the consolidated statement of
income for the fiscal year then ended, other than changes in the ordinary course
of business that have not had any Material Adverse Effect.  Since the
Balance Sheet Date, the Borrower has not made any Distributions other than as
permitted by §8.4.

       

      (b)  Except
as disclosed on Schedule 6.5(b), the
Borrower and each of its Subsidiaries (both before and after giving effect to
the transactions contemplated by this Credit Agreement and the other Loan
Documents) (i) is solvent, (ii) has assets having a fair value in excess of its
liabilities, (iii) has assets having a fair value in excess of the amount
required to pay its liabilities on existing debts as such debts become absolute
and matured, and (iv) has, and expects to continue to have, access to adequate
capital for the conduct of its business and the ability to pay its debts from
time to time incurred in connection therewith as such debts mature.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -54-

       

      6.6.  Franchises,
Patents, Copyrights, etc.  Each of
the Borrower and its Subsidiaries possesses all franchises, patents, copyrights,
trademarks, trade names, licenses and permits, and rights in respect of the
foregoing, adequate for the conduct of its business substantially as now
conducted without known conflict with any rights of others, except where the
failure to possess any of the foregoing would not, either in any case or in the
aggregate, have a Material Adverse Effect.

       

      6.7.  Litigation.  Except as
set forth in Schedule6.7 hereto, there are
no actions, suits, proceedings or investigations of any kind pending or
threatened against the Borrower or any of its Subsidiaries before any court,
tribunal or administrative agency or board that, if adversely determined, might,
either in any case or in the aggregate, have a Material Adverse Effect, or
result in any substantial liability not adequately covered by insurance, or for
which adequate reserves are not maintained on the consolidated balance sheet of
the Borrower and its Subsidiaries, or which question the validity of this Credit
Agreement or any of the other Loan Documents, or any action taken or to be taken
pursuant hereto or thereto.

       

      6.8.  No
Materially Adverse Contracts, etc.  Neither
the Borrower nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation that
has or is expected in the future to have a Material Adverse
Effect.  Neither the Borrower nor any of its Subsidiaries is a party
to any contract or agreement that has or is expected, in the judgment of the
Borrower's officers, to have a Material Adverse Effect.

       

      6.9.  Compliance
with Other Instruments, Laws, etc.  Neither
the Borrower nor any of its Subsidiaries is in violation of any provision of its
charter documents, bylaws, or any agreement or instrument to which it may be
subject or by which it or any of its properties may be bound or any decree,
order, judgment, statute, license, rule or regulation, in any of the foregoing
cases in a manner that could result in the imposition of substantial penalties
or have a Material Adverse Effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -55-

       

      6.10.  Tax
Status.  The
Borrower and its Subsidiaries (i) to their knowledge have made or filed all
federal and state income and all other tax returns, reports and declarations
required by any jurisdiction to which any of them is subject, (ii) to their
knowledge have paid all taxes and other governmental assessments and charges
shown or determined to be due on such returns, reports and declarations, except
those being contested in good faith and by appropriate proceedings and (iii)
have set aside on their books provisions reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply.  There are no unpaid taxes in any material
amount claimed to be overdue by the taxing authority of any jurisdiction except
for those being contested in good faith and by appropriate proceedings, and
(except in respect of such contested taxes) the officers of the Borrower know of
no basis for any such claim.  On the Closing Date, neither the
Borrower nor its Subsidiaries is the subject of an ongoing audit conducted by
the Internal Revenue Service or an agency having equivalent authority in any
other country, except as otherwise set forth on Schedule
6.10.

       

      6.11.  No Event
of Default.  No Default
or Event of Default has occurred and is continuing.

       

      6.12.  Holding
Company and Investment Company Acts.  Neither
the Borrower nor any of its Subsidiaries is a "holding company", or a
"subsidiary company" of a "holding company", or an affiliate" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935; nor is it an "investment company", or an "affiliated company" or a
"principal underwriter" of an "investment company", as such terms are defined in
the Investment Company Act of 1940.

       

      6.13.  Absence
of Financing Statements, etc.  To the
knowledge of the Borrower or any of its Subsidiaries, after reasonable inquiry,
and except with respect to the liens set forth on Schedule 8.2 and
other Permitted Liens, there is no financing statement, security agreement,
chattel mortgage, real estate mortgage or other document filed or recorded with
any filing records, registry or other public office, that purports to cover,
affect or give notice of any present or possible future lien on, or security
interest in, any assets or property of the Borrower or any of its Subsidiaries
or any rights relating thereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -56-

       

      6.14.  Certain
Transactions.  Except for
arm's length transactions pursuant to which the Borrower or any of its
Subsidiaries makes payments in the ordinary course of business upon terms no
less favorable than the Borrower or such Subsidiary could obtain from third
parties, none of the Borrower’s officers, directors, or to the knowledge of the
Borrower employees of the Borrower or any of its Subsidiaries is presently a
party to any transaction with the Borrower or any of its Subsidiaries (other
than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Borrower, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.

       

      6.15.  Employee Benefit
Plans.  

       

      6.15.1.  In
General.  Each
Employee Benefit Plan and each Guaranteed Pension Plan has been maintained and
operated in compliance in all material respects with the provisions of ERISA
and, to the extent applicable, the Code, including but not limited to the
provisions thereunder respecting prohibited transactions and the bonding of
fiduciaries and other persons handling plan funds as required by §412 of ERISA,
except where such noncompliance would not have a Material Adverse
Effect.

       

      6.15.2.  Terminability
of Welfare Plans.  No
Employee Benefit Plan that is an employee welfare benefit plan within the
meaning of §3(1) or §3(2)(B) of ERISA provides benefit coverage subsequent to
termination of employment, except as set forth on Schedule 6.15 or as
required by Title I, Part 6 of ERISA or the applicable state insurance laws. The
Borrower may terminate each such Plan at any time (or at any time subsequent to
the expiration of any applicable bargaining agreement) in the discretion of the
Borrower without liability to any Person other than for claims arising prior to
termination.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -57-

       

       

      6.15.3.  Guaranteed
Pension Plans.  Each
contribution required to be made to a Guaranteed Pension Plan, whether required
to be made to avoid the incurrence of an accumulated funding deficiency, the
notice or lien provisions of §302(f) of ERISA, or otherwise, has been timely
made.  No waiver of an accumulated funding deficiency or extension of
amortization periods has been received with respect to any Guaranteed Pension
Plan, and neither the Borrower nor any ERISA Affiliate is obligated to or has
posted security in connection with an amendment to a Guaranteed Pension Plan
pursuant to §307 of ERISA or §401(a)(29) of the Code.  No liability to
the PBGC (other than required insurance premiums, all of which have been paid
when due) has been incurred by the Borrower or any ERISA Affiliate with respect
to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event
(other than an ERISA Reportable Event as to which the requirement of 30 days
notice has been waived), or any other event or condition which presents a
material risk of termination of any Guaranteed Pension Plan by the
PBGC.  Based on the valuation of each Guaranteed Pension Plan dated as
of January 1, 2000, and on the actuarial methods and assumptions employed for
that valuation, as of January 1, 2000 the benefit liabilities of each such
Guaranteed Pension Plan within the meaning of §4001 of ERISA did not exceed the
value of the assets of such Guaranteed Pension Plan by more than
$500,000.

       

      6.15.4.  Multiemployer
Plans.  Neither
the Borrower nor any ERISA Affiliate has incurred any material liability
(including secondary liability) to any Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan under §4201 of ERISA
or as a result of a sale of assets described in §4204 of
ERISA.  Neither the Borrower nor any ERISA Affiliate has been notified
that any Multiemployer Plan is in reorganization or insolvent under and within
the meaning of §4241 or §4245 of ERISA or is at risk of entering reorganization
or becoming insolvent, or that any Multiemployer Plan intends to terminate or
has been terminated under §4041A of ERISA.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -58-

       

      6.16.  Use of
Proceeds.  

       

      6.16.1.  General.  The
proceeds of the Loans shall be used on the Closing Date to repay all existing
Indebtedness outstanding under the Existing Fleet Agreement and thereafter for
working capital and general corporate purposes.  The Borrower will
obtain Letters of Credit solely for general corporate purposes.

       

      6.16.2.  Regulations
U and X.  No portion
of any Loan is to be used, and no portion of any Letter of Credit is to be
obtained, for the purpose of purchasing or carrying any "margin security" or
"margin stock" as such terms are used in Regulations U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and
224.

       

      6.16.3.  Ineligible
Securities.  No portion
of the proceeds of any Loans is to be used, and no portion of any Letter of
Credit is to be obtained, for the purpose of knowingly purchasing, or providing
credit support for the purchase of, during the underwriting or placement period
or within 30 days thereafter, any Ineligible Securities underwritten or
privately placed by a Financial Affiliate.

       

      6.17.  Environmental
Compliance.  Except as
disclosed on Schedule
6.17:

       

      (a)           to
the best of the knowledge of the Borrower or its Domestic Subsidiaries, none of
the Borrower, its Domestic Subsidiaries or any of the Real Estate currently
owned or leased by any one or more of them or in respect of which any of them is
an "operator" within the meaning of that term as used in 42 U.S.C. §§9601 et seq. is in violation of
any judgment, decree, order, law, license, rule or regulation pertaining to
environmental matters, including without limitation, those arising under the
Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean
Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any
analogous state or local statute, regulation, ordinance, order or decree
(hereinafter "Environmental Laws"), which violation would have a Material
Adverse Effect;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -59-

       

      (b)           neither
the Borrower nor any of its Domestic Subsidiaries has received notice from any
third party including, without limitation, any federal, state or local
governmental authority, (i) that any one of them has been identified by the
United States Environmental Protection Agency ("EPA") as a potentially
responsible party under CERCLA with respect to a site listed on the National
Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that any hazardous waste,
as defined by 42 U.S.C. §6903(5), any hazardous substances as defined by 42
U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33)
and any toxic substances, oil or hazardous materials or other chemicals or
substances regulated by any Environmental Laws ("Hazardous Substances") which
any one of them has generated, transported or disposed of has been found at any
site at which a federal, state or local agency or other third party has
conducted or has ordered that any Borrower or any of its Domestic Subsidiaries
conduct a remedial investigation, removal or other response action pursuant to
any Environmental Law; or (iii) that it is a named party to any claim, action,
cause of action, complaint, or legal or administrative proceeding (in each case,
contingent or otherwise) in connection with such third party's incurrence of
costs, expenses, losses or damages of any kind whatsoever caused by the release
of Hazardous Substances; and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -60-

       

      (c)           to
the knowledge of the Borrower or its Domestic Subsidiaries after reasonable
inquiry, (i) no portion of the Real Estate currently owned or leased by any one
or more of them or in respect of which any of them is an "operator" within the
meaning of that term as used in 42 U.S.C. §§9601 et seq. has been used for the
handling, processing, storage or disposal of Hazardous Substances except in
accordance with applicable Environmental Laws (A) at any time since 1995; or (B)
between 1980 and 1995, other than matters which have been closed and could not
reasonably be expected to be reopened and as to which the failure to comply with
such laws would not have a Material Adverse Effect; or (C) prior to 1980, other
than matters as to which the failure to comply with such laws would not have a
Material Adverse Effect; (ii) no underground tank or other underground storage
receptacle for Hazardous Substances is located on any portion of that Real
Estate except in accordance with applicable Environmental Law; (iii) in the
course of any business or operations conducted by the Borrower, its Domestic
Subsidiaries or other operators of its properties, no Hazardous Substances are
currently being generated or are currently being used on the Real Estate except
in accordance with applicable Environmental Laws; (iv) there have been no
releases (i.e. any past or present releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, disposing or
dumping) or threatened releases of Hazardous Substances on, upon, into or from
the Real Estate currently owned or leased by any one or more of them or in
respect of which any of them is an "operator" within the meaning of that term as
used in 42 U.S.C. §§9601 et
seq. of the Borrower or its Domestic Subsidiaries, which releases would
have a Material Adverse Effect; (v) there have been no releases from any real
property in the vicinity of any of the Real Estate currently owned or leased by
any one or more of them or in respect of which any of them is an "operator"
within the meaning of that term as used in 42 U.S.C. §§9601 et seq. which, through soil
or groundwater contamination, may have come to be located on that Real Estate,
and which would have a Material Adverse Effect; and (vi) any Hazardous
Substances that have been generated on any of the Real Estate currently owned or
leased by any one or more of them or in respect of which any of them is an
"operator" within the meaning of that term as used in 42 U.S.C. §§9601 et seq. have been transported
offsite by carriers having an identification number issued by the EPA, treated
or disposed of by treatment or disposal facilities maintaining valid permits as
required under applicable Environmental Laws at the time of such transportation,
treatment or disposal.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -61-

       

       

      6.18.  Subsidiaries,
etc.  The only
Subsidiaries of the Borrower are set forth on Schedule 6.18
hereto.  Except as set forth on Schedule6.18 hereto or as
permitted by §8.3, neither the Borrower nor any Subsidiary of the Borrower has
an interest in any Joint Venture or is engaged in any partnership with any other
Person.

       

      6.19.  Disclosure.  None of
this Credit Agreement or any of the other Loan Documents contains any untrue
statement of a material fact or omits to state a material fact (known to the
Borrower or any of its Subsidiaries in the case of any document or information
not furnished by it or any of its Subsidiaries) necessary in order to make the
statements herein or therein not misleading.  There is no fact known
to the Borrower or any of its Subsidiaries which has a Material Adverse Effect,
or which is reasonably likely in the future to have a Material Adverse Effect,
exclusive of effects resulting from changes in general economic conditions,
legal standards or regulatory conditions.

       

      7.  AFFIRMATIVE COVENANTS OF THE
BORROWER.  

       

      The
Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement
Obligation, Letter of Credit or Note is outstanding or any Bank has any
obligation to make any Loans or the Agent has any obligation to issue, extend or
renew any Letters of Credit:

       

      7.1.  Punctual
Payment.  The
Borrower will duly and punctually pay or cause to be paid the principal and
interest on the Loans, all Reimbursement Obligations, the Letter of Credit Fees,
the commitment fees, the Agent's fee and all other amounts provided for in this
Credit Agreement and the other Loan Documents to which the Borrower or any of
its Subsidiaries is a party, all in accordance with the terms of this Credit
Agreement and such other Loan Documents.

       

      7.2.  Maintenance
of Office.  The
Borrower will maintain its chief executive office in Rogers, Connecticut, or at
such other place in the United States of America as the Borrower shall designate
upon written notice to the Agent, where notices, presentations and demands to or
upon the Borrower in respect of the Loan Documents to which the Borrower is a
party may be given or made.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -62-

       

      7.3.  Records
and Accounts.  The
Borrower will (i) keep, and cause each of its Subsidiaries to keep, true and
accurate records and books of account in which full, true and correct entries
will be made in accordance with generally accepted accounting principles, (ii)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its properties and the
properties of its Subsidiaries, contingencies, and other reserves, and (iii) at
all times engage Ernst & Young LLP or other independent certified public
accountants satisfactory to the Agent as the independent certified public
accountants of the Borrower and its Subsidiaries (on a consolidated basis) and
will not permit more than thirty (30) days to elapse between the cessation of
such firm's (or any successor firm's) engagement as the independent certified
public accountants of the Borrower and its Subsidiaries and the appointment in
such capacity of a successor firm as shall be satisfactory to the
Agent.

       

      7.4.  Financial
Statements, Certificates and Information.  The
Borrower will deliver to each of the Banks:

       

      (a)           as
soon as practicable, but in any event not later than ninety (90) days after the
end of each fiscal year of the Borrower, the consolidated balance sheet of the
Borrower and its Subsidiaries, as at the end of such year, and the related
consolidated statement of income and consolidated statement of cash flow for
such year, each setting forth in comparative form the figures for the previous
fiscal year and all such consolidated statements to be in reasonable detail,
prepared in accordance with generally accepted accounting principles, and
certified without qualification (other than a qualification regarding changes in
generally accepted accounting principles) by Ernst & Young LLP or by other
independent certified public accountants satisfactory to the Agent, together
with a written statement from such accountants to the effect that they have
examined the relevant sections of this Credit Agreement, and that, in making the
examination necessary to said certification, they have obtained no knowledge of
any Default or Event of Default under §§8 or 9 of this Credit Agreement, or, if
such accountants shall have obtained knowledge of any then existing Default or
Event of Default under any of such sections they shall disclose in such
statement any such Default or Event of Default; provided that such
accountants shall not be liable to the Banks for failure to obtain knowledge of
any Default or Event of Default;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -63-

       

      (b)           as
soon as practicable, but in any event not later than forty-seven (47) days after
the end of each of the fiscal quarters of the Borrower, copies of the unaudited
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such quarter, and the related consolidated statement of income and consolidated
statement of cash flow for such fiscal quarter and for the portion of the
Borrower's fiscal year then elapsed, each setting forth in comparative form the
figures for the comparable periods in the previous fiscal year (where
applicable), all such consolidated statements to be in reasonable detail and
prepared in accordance with generally accepted accounting principles, together
with a certification by a principal financial or accounting officer of the
Borrower that the information contained in such financial statements fairly
presents the financial position of the Borrower and its Subsidiaries on the date
thereof (subject to year-end adjustments);

       

      (c)           simultaneously
with the delivery of the financial statements referred to in subsections (a) and
(b) above, a statement certified by a principal financial or accounting officer
of the Borrower in substantially the form of ExhibitC hereto setting
forth in reasonable detail computations evidencing compliance with the covenants
contained in §9 and (if applicable) reconciliations to reflect changes in
generally accepted accounting principles since the Balance Sheet
Date;

       

      (d)           contemporaneously
with the filing or mailing thereof, copies of all material of a financial nature
filed with the Securities and Exchange Commission or sent to the stockholders of
the Borrower;

       

      (e)           not
later than May 1 of each year, (i) a budget for the fiscal year of the Borrower
and (ii) projections of the Borrower and its Subsidiaries updating those
projections delivered to the Banks and referred to in §6.4.3 or, if applicable,
updating any later such projections delivered pursuant to this §7.4(e);
and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -64-

       

      (f)           from
time to time such other financial data and information (including an annual
accountants' management letter) as the Agent or any Bank may reasonably
request.

       

      7.5.  Notices.  

       

      7.5.1.  Defaults.  The
Borrower will promptly notify the Agent and each of the Banks in writing of the
occurrence of any Default or Event of Default.

       

      7.5.2.  Environmental
Events.  The
Borrower will promptly give notice to the Agent and each of the Banks (i) of any
violation of any Environmental Law that the Borrower or any of its Domestic
Subsidiaries reports in writing to any federal, state or local environmental
agency and may reasonably be expected to have a Material Adverse Effect, and
(ii) any written notice from any federal, state or local environmental agency or
board of potential environmental liability that may reasonably be expected to
have a Material Adverse Effect.

       

      7.5.3.  Notice of
Litigation and Judgments.  The
Borrower will, and will cause each of its Subsidiaries to, give notice to the
Agent and each of the Banks in writing within fifteen (15) days of becoming
aware of any litigation or proceedings threatened in writing or any pending
litigation and proceedings affecting the Borrower or any of its Subsidiaries or
to which the Borrower or any of its Subsidiaries is or becomes a party involving
an uninsured claim against the Borrower or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect, and stating the nature
and status of such litigation or proceedings.  The Borrower will, and
will cause each of its Subsidiaries to, give notice to the Agent and each of the
Banks, in writing, in form and detail satisfactory to the Agent, within ten (10)
days of any judgment not covered by insurance, final or otherwise, against the
Borrower or any of its Subsidiaries in an amount in excess of
$5,000,000.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -65-

       

      7.5.4.  Notice of
Underfunding.  The
Borrower will promptly notify the Agent if at any time, based on the latest
valuation of each Guaranteed Pension Plan, and on the actuarial methods and
assumptions employed for that valuation, the benefit liabilities of each such
Guaranteed Pension Plan within the meaning of §4001 of ERISA exceed the value of
the assets of such Guaranteed Pension Plan.

       

      7.6.  Corporate
Existence; Maintenance of Properties.  The
Borrower will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence, rights and franchises and
those of its Subsidiaries and will not, and will not cause or permit any of its
Subsidiaries to, convert to a limited liability company.  It (i) will
cause all of its properties and those of its Subsidiaries used or useful in the
conduct of its business or the business of its Subsidiaries to be maintained and
kept in good condition, repair and working order, (ii) will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Borrower may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times, and (iii) will, and will cause each of its Subsidiaries to,
continue to engage primarily in the businesses now conducted by them and in
related businesses; provided that nothing
in this §7.6 shall prevent the Borrower from discontinuing the operation and
maintenance of any of its properties or any of those of its Subsidiaries if such
discontinuance is, in the judgment of the Borrower, desirable in the conduct of
its or their business and would not have a Material Adverse Effect.

       

      7.7.  Insurance.  The
Borrower will, and will cause each of its Subsidiaries to, maintain with
financially sound and reputable insurers insurance with respect to its
properties and business against such casualties and contingencies as shall be in
accordance with the general practices of businesses engaged in similar
activities in similar geographic areas and in amounts, containing such terms, in
such forms and for such periods as may be reasonable and prudent.

       

      7.8.  Taxes.  The
Borrower will, and will cause each of its Subsidiaries to, duly pay and
discharge, or cause to be paid and discharged, before the same shall become
overdue, all taxes, assessments and other governmental charges imposed upon it
and its real properties, sales and activities, or any part thereof, or upon the
income or profits therefrom, as well as all claims for labor, materials, or
supplies that if unpaid might by law become a lien or charge upon any of its
property, other than amounts not to exceed $5,000.00 where the failure to make
such payment would not constitute a Material Adverse Effect; provided that any
such tax, assessment, charge, levy or claim need not be paid if the validity or
amount thereof shall currently be contested in good faith by appropriate
proceedings and if the Borrower or such Subsidiary shall have set aside on its
books adequate reserves with respect thereto; and provided further that the
Borrower and each Subsidiary of the Borrower will pay all such taxes,
assessments, charges, levies or claims forthwith upon the commencement of
proceedings to foreclose any lien that may have attached as security
therefor.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -66-

       

       

      7.9.  Inspection
of Properties and Books, etc.  

       

      7.9.1.  General.  The
Borrower shall permit the Banks, through the Agent or any of the Banks' other
designated representatives, to visit and inspect any of the properties of the
Borrower or any of its Subsidiaries, to examine the books of account of the
Borrower and its Subsidiaries (and to make copies thereof and extracts
therefrom), and to discuss the affairs, finances and accounts of the Borrower
and its Subsidiaries with, and to be advised as to the same by, its and their
officers, all at such reasonable times and intervals as the Agent or any Bank
may reasonably request.

       

      7.9.2.  Communications
with Accountants.  The
Borrower authorizes the Agent and, if accompanied by the Agent, the Banks to
communicate directly with the Borrower's independent certified public
accountants and authorizes such accountants to disclose to the Agent and the
Banks any and all financial statements and other supporting financial documents
and schedules including copies of any management letter with respect to the
business, financial condition and other affairs of the Borrower or any of its
Subsidiaries.  At the request of the Agent, the Borrower shall deliver
a letter addressed to such accountants instructing them to comply with the
provisions of this §7.9.2.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -67-

       

       

      7.10.  Compliance
with Laws, Contracts, Licenses, and Permits.  The
Borrower will, and will cause each of its Subsidiaries to, comply in all
material respects with (i) the applicable laws and regulations wherever its
business is conducted, (ii) the provisions of its charter documents and by-laws,
(iii) all agreements and instruments by which it or any of its properties may be
bound and (iv) all applicable decrees, orders, and judgments.  If any
authorization, consent, approval, permit or license from any officer, agency or
instrumentality of any government shall become necessary or required in order
that the Borrower or any of its Subsidiaries may fulfill any of its obligations
hereunder or any of the other Loan Documents to which the Borrower or such
Subsidiary is a party, the Borrower will, or (as the case may be) will cause
such Subsidiary to, immediately take or cause to be taken all reasonable steps
within the power of the Borrower or such Subsidiary to obtain such
authorization, consent, approval, permit or license and furnish the Agent and
the Banks with evidence thereof.

       

      7.11.  Compliance
with Environmental Laws.  The
Borrower will, and will cause each of its Domestic Subsidiaries to, comply with
all applicable Environmental Laws and the terms of any permits, licenses or
approvals required for the operation of the Borrower's or any Domestic
Subsidiaries' businesses or Real Estate currently owned, leased or "operated"
within the meaning of 42 U.S.C. §§9601 et seq. by any one or more of
them, other than where such failure to comply could not result in a fine,
judgment, penalty or other levy in excess of $10,000.00 and could not result in
an order of any court or administrative or regulatory agency enjoining or
otherwise preventing the use of any material part of the Borrower's or any
Domestic Subsidiary's business.

       

      7.12.  Employee
Benefit Plans.  The
Borrower will (i) promptly upon request of the Agent, furnish to the Agent a
copy of the most recent actuarial statement required to be submitted under
§103(d) of ERISA and Annual Report, Form 5500, with all required attachments, in
respect of each Guaranteed Pension Plan and (ii) promptly upon receipt or
dispatch, furnish to the Agent any notice, report or demand sent or received in
respect of a Guaranteed Pension Plan under §§302, 4041, 4042, 4043, 4063, 4065,
4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under §§4041A,
4202, 4219, 4242, or 4245 of ERISA.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -68-

       

      7.13.  Use of
Proceeds.  The
Borrower will use the proceeds of the Loans and will obtain Letters of Credit
solely for the purposes described in §6.16.1.

       

      7.14.  Additional
Subsidiaries.  If, after
the Closing Date, the Borrower or any of its Subsidiaries creates or acquires,
either directly or indirectly, any Subsidiary, or acquires an interest in any
Joint Venture, it will immediately notify the Agent and the Banks of such
creation or acquisition, as the case may be, and provide the Agent and the Banks
with an updated Schedule 6.18
hereof.  The Borrower will cause each Domestic Subsidiary
(other than World Properties) created, acquired or existing on or after the
Closing Date to become a Guarantor within thirty (30) days of such Domestic
Subsidiary having been created, acquired or existing, and shall cause such
Subsidiary to execute and deliver to the Agent for the benefit of the Agent and
the Banks a Guaranty, together with a legal opinion in form and substance
reasonably satisfactory to the Agent to be delivered to the Agent and the Banks
opining as to the authorization, validity and enforceability of such
Guaranty.

       

      7.15.  Further
Assurances.  The
Borrower will, and will cause each of its Subsidiaries to, cooperate with the
Banks and the Agent and execute such further instruments and documents as the
Banks or the Agent shall reasonably request to carry out to their satisfaction
the transactions contemplated by this Credit Agreement and the other Loan
Documents.

       

      8.  CERTAIN NEGATIVE COVENANTS
OF THE BORROWER.  

       

      The
Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement
Obligation, Letter of Credit or Note is outstanding or any Bank has any
obligation to make any Loans or the Agent has any obligations to issue, extend
or renew any Letters of Credit:

       

      8.1.  Restrictions
on Indebtedness.  The
Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume, guarantee or be or remain liable, contingently or otherwise, with
respect to any Indebtedness other than the following (each of which categories
shall be interpreted as being separately permitted, notwithstanding any overlap
among such categories):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -69-

       

      (a)           Indebtedness
to the Banks and the Agent arising under any of the Loan Documents;

       

      (b)           endorsements
for collection, deposit or negotiation and warranties of products or services,
in each case incurred in the ordinary course of business;

       

      (c)           Indebtedness
(i) incurred in connection with the secured financing of any real or personal
property by the Borrower or any of its Domestic Subsidiaries, (ii) under any
Synthetic Lease or (iii) under any Capitalized Lease, provided that the
aggregate principal amount of such Indebtedness (including under any such
Synthetic Lease or Capitalized Lease) of the Borrower and its Domestic
Subsidiaries shall not exceed the aggregate amount of $5,000,000 at any one
time;

       

      (d)           Indebtedness
of the Borrower and its Domestic Subsidiaries existing on the date hereof and
listed and described on Schedule8.1(d)
hereto;

       

      (e)           Indebtedness
of the Borrower's Foreign Subsidiaries existing on the date hereof and listed
and described on Schedule8.1(e)
hereto;

       

      (f)           Indebtedness
(i) of a Subsidiary of the Borrower to the Borrower or to another Subsidiary of
the Borrower, (ii) of the Borrower to any Guarantor, or (iii) of the Borrower to
World Properties in an aggregate principal amount not to exceed $30,000,000;
provided that
in each of cases (ii) and (iii) above, such Indebtedness shall be subordinated
to the Obligations on terms and conditions satisfactory to the Agent and the
Banks;

       

      (g)           Indebtedness
in respect of borrowings against the cash value of life insurance policies owned
by the Borrower or any of its Subsidiaries in an aggregate principal amount not
to exceed $6,000,000;

       

      (h)           Indebtedness
of Foreign Subsidiaries (other than as permitted by §8.1(f)) which, when
aggregated with amounts outstanding under §8.1(e), shall not exceed fifty
percent (50%) of Consolidated Foreign Tangible Assets at any time;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -70-

       

      (i)           Indebtedness
(in addition to and other than Indebtedness otherwise permitted and classified
as Investments pursuant to paragraphs (g) and (h) of Section 8.3 hereof) in
respect of guaranties by the Borrower or any of its Domestic Subsidiaries of
Indebtedness of Foreign Subsidiaries or Joint Ventures ("Guarantied JV/Foreign
Indebtedness"); provided that the
aggregate principal amount of all Guarantied JV/Foreign Indebtedness shall not
exceed $5,000,000 at any time outstanding;

       

      (j)           Indebtedness
in respect of Derivative Contracts entered into solely for hedging (and not
speculative) purposes in the ordinary course of the Borrower's (or the
applicable Subsidiary's) business; and

       

      (k)           unsecured
Indebtedness of the Borrower and its Domestic Subsidiaries other than as
permitted by clauses (a) through (j) above; provided that the
aggregate principal amount of all such Indebtedness shall not exceed $5,000,000
at any time outstanding.

       

      8.2.  Restrictions
on Liens.  The
Borrower will not, and will not permit any of its Subsidiaries to, (i) create or
incur or suffer to be created or incurred or to exist any lien, encumbrance,
mortgage, pledge, charge, restriction or other security interest of any kind
upon any of its property or assets of any character whether now owned or
hereafter acquired, or upon the income or profits therefrom; (ii) transfer any
of such property or assets or the income or profits therefrom for the purpose of
subjecting the same to the payment of Indebtedness or performance of any other
obligation in priority to payment of its general creditors; (iii) acquire, or
agree or have an option to acquire, any property or assets upon conditional sale
or other title retention or purchase money security agreement, device or
arrangement; (iv) suffer to exist for a period of more than thirty (30) days
after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid might by law or upon bankruptcy or insolvency, or
otherwise, be given any priority whatsoever over its general creditors; or (v)
sell, assign, pledge or otherwise transfer any "receivables" as defined in
clause (vii) of the definition of the term "Indebtedness," with or without
recourse; or (vi) enter into or permit to exist any arrangement or agreement,
enforceable under applicable law, which directly or indirectly prohibits the
Borrower or any of its Subsidiaries from creating or incurring any lien,
encumbrance, mortgage, pledge, charge, restriction or other security interest
other than in favor of the Agent for the benefit of the Banks and the Agent
under the Loan Documents and other than customary anti-assignment provisions in
leases and licensing agreements entered into by the Borrower or such Subsidiary
in the ordinary course of its business, provided that the
Borrower or any of its Subsidiaries may create or incur or suffer to be created
or incurred or to exist the following (each of which categories shall be
interpreted as being separately permitted, notwithstanding any overlap among
such categories):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -71-

       

      (a)           liens
in favor of the Borrower on all or part of the assets of Subsidiaries of the
Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the
Borrower;

       

      (b)           liens
to secure taxes, assessments and other government charges in respect of
obligations not overdue or liens on properties to secure claims for labor,
material or supplies in respect of obligations not overdue;

       

      (c)           deposits
or pledges made in connection with, or to secure payment of, workmen's
compensation, unemployment insurance, old age pensions or other social security
obligations;

       

      (d)           liens
on properties in respect of judgments or awards that have been in force for less
than the applicable period for taking an appeal so long as execution is not
levied thereunder or in respect of which the Borrower or such Subsidiary shall
at the time in good faith be prosecuting an appeal or proceedings for review and
in respect of which a stay of execution shall have been obtained pending such
appeal or review;

       

      (e)           liens
of carriers, warehousemen, mechanics and materialmen, and other like liens on
properties, in existence less than 120 days from the date of creation thereof in
respect of obligations not overdue;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -72-

       

      (f)           encumbrances
on real property owned by the Borrower or a Subsidiary consisting of easements,
rights of way, zoning restrictions, restrictions on the use of real property and
defects and irregularities in the title thereto, which defects and
irregularities do not individually or in the aggregate have a Material Adverse
Effect; and landlord's or lessor's liens under leases to which the Borrower or a
Subsidiary of the Borrower is a party;

       

      (g)           liens
existing on the date hereof and listed on Schedule8.2
hereto;

       

      (h)           purchase
money security interests in, title retention agreements in, conditional sales
agreements for, purchase money mortgages on or other single asset liens on real
or personal property securing Indebtedness of the type and amount permitted by
§8.1(c), which security interests, mortgages or liens cover only the applicable
real or personal property and do not extend to any other assets or properties of
the Borrower or its Subsidiaries;

       

      (i)           liens
or security interests arising pursuant to or in connection with the Economic
Development and Manufacturing Assistance Act of 1990 (the "Act") set forth in
Sections 32-220 to 32-234 of Chapter 5881 of Title 32 of the General Statutes of
Connecticut Revision of 1958, Revised to 1996 as the same may be amended from
time to time (the "Connecticut Statutes") and as set forth in Connecticut tax
code (the "Connecticut Tax Code") Section 12-81(70) and (72) of Chapter 201 of
Title 12 of the Connecticut Statues (the lien described in this clause (i) shall
be limited to transactions in which tax credits or exemptions are granted to
purchasers under the Act and the Connecticut Tax Code arising from the purchase
of specific machinery and equipment);

       

      (j)           liens
or security interests in, or pledges or assignments of, life insurance policies
owned by the Borrower or any of its Subsidiaries securing borrowings against the
cash value of said policies provided that the Indebtedness in respect of such
borrowings is permitted by §8.1(g);

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -73-

       

      (k)           liens
on the assets and properties of Foreign Subsidiaries securing Indebtedness of
such Foreign Subsidiaries permitted by §8.1(h); and

       

      (l)           unrecorded
minor liens, leases or encumbrances on the Real Estate or other assets of the
Borrower and its Subsidiaries which do not interfere materially with the use of
the property or assets affected in the ordinary course of such Person's business
and do not secure Indebtedness for borrowed money.

       

      8.3.  Restrictions
on Investments.  The
Borrower will not, and will not permit any of its Subsidiaries to, make or
permit to exist or to remain outstanding any Investment except Investments in
the following (each of which categories shall be interpreted as being separately
permitted, notwithstanding any overlap among such categories):

       

      (a)           marketable
direct or guaranteed obligations of the United States of America or any state or
city therein, in each case that mature within two (2) years from the date of
purchase by the Borrower; provided that such obligations
of any such state or city shall have a long-term credit rating of not less than
“A” by Moody’s Investors Service, Inc. and Standard & Poors Ratings
Services;

       

      (b)           demand
deposits, certificates of deposit, bankers acceptances and time deposits of
United States banks (including any offshore branches thereof) having total
assets in excess of $1,000,000,000;

       

      (c)           securities
commonly known as "commercial paper" issued by a corporation organized and
existing under the laws of the United States of America or any state thereof
that at the time of purchase have been rated and the ratings for which are not
less than "P 1" if rated by Moody's Investors Service, Inc., or not less
than "A 1" if rated by Standard & Poor's Ratings Services;

       

      (d)           (i)
Repurchase agreements secured by any one or more of the securities and other
Investments permitted by (a), (b) or (c) above, or (ii) mutual or other
investment funds that invest primarily in any one or more of the securities and
other Investments permitted by (a), (b) or (c) above;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -74-

       

      (e)           Investments
existing on the date hereof (including existing Investments in the Foreign
Subsidiaries and Joint Ventures) and listed on Schedule8.3
hereto;

       

      (f)           Investments
with respect to Indebtedness permitted by §8.1(f);

       

      (g)           (i)
Investments by the Guarantors consisting of the Guaranty, (ii) Investments by
any Subsidiary in the Borrower, (iii) Investments by the Borrower in any
Guarantor, (iv) Investments in World Properties not to exceed $750,000 at any
time outstanding, and (v) Investments made after the Closing Date in the Foreign
Subsidiaries not to exceed $15,000,000 at any time outstanding;

       

      (h)           Investments
made after the Closing Date in Joint Ventures in an aggregate amount not to
exceed $30,000,000 at any time outstanding;

       

      (i)           Investments
in respect of Guarantied JV/Foreign Indebtedness permitted by
§8.1(i);

       

      (j)           Investments
in respect of guaranties by the Borrower or any of its Domestic Subsidiaries of
contractual obligations (not constituting Indebtedness) of Foreign Subsidiaries
or Joint Ventures requiring payments in any fiscal year in excess of $500,000
("Material JV/Foreign Contracts"); provided that the
aggregate amount of required payments under all such guarantied Material
JV/Foreign Contracts shall not exceed $5,000,000 in any fiscal year of the
Borrower;

       

      (k)           Investments
consisting of promissory notes received as proceeds of asset dispositions
permitted by §8.5.2;

       

      (l)           Investments
consisting of loans and advances to employees or former employees for moving,
entertainment, travel and other similar expenses in the ordinary course of
business not to exceed $1,500,000 in the aggregate at any time
outstanding;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -75-

       

      (m)           Investments
in respect of mergers, consolidations and acquisitions permitted by §8.5.1;
and

       

      (n)           Investments
other than as permitted by clauses (a) through (m) above; provided that the aggregate
amount of all such Investments shall not exceed $750,000 at any time
outstanding.

       

      For the
avoidance of doubt, the foregoing restrictions shall not apply to investments
made by any Guaranteed Pension Plan or Multiemployer Plan or so-called "Rabbi
Trust" established for the benefit of directors or executives of the Borrower
(or former executives or directors).

       

      8.4.  Distributions.  The
Borrower will not make any Distributions unless no Default or Event of Default
shall have occurred and be continuing or shall arise from such
Distribution.

       

      8.5.  Merger, Consolidation and
Disposition of Assets.  

       

      8.5.1.  Mergers
and Acquisitions.  The
Borrower will not, and will not permit any of its Subsidiaries to, become a
party to any merger or consolidation, or agree to or effect any asset
acquisition or stock acquisition (other than the acquisition of assets in the
ordinary course of business consistent with past practices) except:

       

      
        	
                 
      

              	
                (i)

              	
                the
      merger or consolidation of one or more of the Subsidiaries of the Borrower
      with and into the Borrower,

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      merger or consolidation of two or more Subsidiaries of the Borrower
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                mergers
      or consolidations with or stock or asset acquisitions of entities or
      businesses that are in the same or a related line of business as the
      Borrower or any of its Subsidiaries and which have been approved by the
      board of directors or equivalent governing body of the entity or business
      to be acquired; provided that
      (x) in the case of mergers or consolidations the Borrower or a Subsidiary
      is the survivor thereof, (y) no Default or Event of Default shall have
      occurred and be continuing both immediately before and immediately after
      giving effect to such transaction, and (z) if the aggregate consideration
      for such stock or asset acquisition is $25,000,000 or more, prior to
      consummating such acquisition the Borrower (A) shall have delivered to the
      Banks projections, prepared based on assumptions and otherwise in a manner
      reasonably satisfactory to the Majority Banks, of the balance sheets,
      statements of income and cash flows of the Borrower and its Subsidiaries
      for the forthcoming period of four fiscal quarters after giving effect to
      such acquisition, and (B) based on the projections referred to in clause
      (A) above, shall have demonstrated to the reasonable satisfaction of the
      Majority Banks that (x) both immediately before and immediately after
      giving effect to such acquisition it is and will be in compliance with the
      financial covenants set forth in §9 on a Pro Forma Basis and (y) the
      Borrower can reasonably be expected to remain in compliance with the
      financial covenants set forth in §9 for such forthcoming period of four
      fiscal quarters.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -76-

       

      8.5.2.  Disposition
of Assets.  The
Borrower will not, and will not permit any of its Subsidiaries to, become a
party to or agree to or effect any sale or other disposition of assets, except
the following (each of which categories shall be interpreted as being separately
permitted, notwithstanding any overlap among such categories):

       

      (a)           the
Borrower and its Subsidiaries may sell inventory, license intellectual property
and dispose of obsolete assets, in each case in the ordinary course of business
consistent with past practices;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -77-

       

      (b)           the
Borrower and its Subsidiaries may transfer intellectual property to World
Properties consistent with past practices;

       

      (c)           any
Guarantor may sell or otherwise dispose of all or any part of its assets to the
Borrower or another Guarantor;

       

      (d)           the
Borrower may sell or otherwise dispose of any assets to a
Guarantor;

       

      (e)           any
Foreign Subsidiary may sell or otherwise dispose of all or any part of its
assets to the Borrower, any Guarantor or any other Foreign
Subsidiary;

       

      (f)           the
Borrower or any Subsidiary may sell or otherwise dispose of all or any part of
its stock or its assets to any other Person; provided that the
aggregate value on the books of the Borrower and its Subsidiaries of the assets
so sold or otherwise disposed of (including any dispositions of the assets or
stock of World Properties pursuant to §8.11) shall not exceed (i) ten percent
(10%) of Consolidated Tangible Assets in any fiscal year of the Borrower, as
determined on the last day of the previous fiscal year, and (ii) twenty-five
percent (25%) of Consolidated Tangible Assets in the aggregate during the term
of this Credit Agreement, as determined on December 31, 2000 (it being
understood that prior to December 31, 2000 the Borrower shall be required to
comply only with the requirements of subclause (i) of this proviso with respect
to such dispositions); and

       

      (g)           the
Borrower may transfer assets consisting of cash or cash equivalents or stock of
the Borrower into a so-called "Rabbi Trust" for the benefit of certain
executives or directors of the Borrower (or former executives or directors);
provided that the amount of cash or cash equivalents so transferred shall not
exceed, in the aggregate, the sum of (i) $7,000,000 plus (ii) $2,000,000 for
each fiscal year of the Borrower ending after the Closing Date, and not
exceeding a maximum amount of $17,000,000 during the term of this
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -78-

       

      8.6.  Sale and
Leaseback.  The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any arrangement, directly or indirectly, whereby the Borrower or any Subsidiary
of the Borrower shall sell or transfer any property owned by it in order then or
thereafter to lease such property or lease other property that the Borrower or
any Subsidiary of the Borrower intends to use for substantially the same purpose
as the property being sold or transferred (each, a "Sale/Leaseback
Arrangement"); provided that so long
as in each case the Indebtedness incurred thereunder is permitted by §8.1(c),
the Borrower and its Subsidiaries may (a) enter into Sale/Leaseback Arrangements
the aggregate consideration for which does not exceed $5,000,000 during the term
of this Credit Agreement, and (b) enter into Sale/Leaseback Arrangements with
respect to newly-acquired property purchased no more than sixty (60) days prior
to the effective date of such Sale/Leaseback Arrangement.

       

      8.7.  Employee
Benefit Plans.  Neither
the Borrower nor any ERISA Affiliate will:

       

      (a)           engage
in any "prohibited transaction" within the meaning of §406 of ERISA or §4975 of
the Code which could result in a material liability for the Borrower or any of
its Subsidiaries; or

       

      (b)           permit
any Guaranteed Pension Plan to incur an "accumulated funding deficiency", as
such term is defined in §302 of ERISA, for a period of thirty (30) days or more,
whether or not such deficiency is or may be waived; or

       

      (c)           fail
to contribute to any Guaranteed Pension Plan to an extent which, or terminate
any Guaranteed Pension Plan in a manner which, could result in the imposition of
a lien or encumbrance on the assets of the Borrower or any of its Subsidiaries
pursuant to §302(f) or §4068 of ERISA; or

       

      (d)           amend
any Guaranteed Pension Plan in circumstances requiring the posting of security
pursuant to §307 of ERISA or §401(a)(29) of the Code; or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -79-

       

      (e)           terminate
any Guaranteed Pension Plan at any time that the benefit liabilities (with the
meaning of §4001 of ERISA) of such Guaranteed Pension Plan exceed the value of
the assets of such Plan.

       

      8.8.  Business
Activities. The
Borrower will not, and will not permit any of its Subsidiaries to, engage
directly or indirectly (whether through Subsidiaries or otherwise) in any type
of business other than the businesses conducted by them on the Closing Date and
in related businesses.

       

      8.9.  Fiscal
Year.  The
Borrower will not, and will not permit any of it Subsidiaries to, change the
date of the end of its fiscal year from that set forth in §6.4.1, unless any
such change (i) will have no Material Adverse Effect and (ii) does not prevent
the Borrower and its Subsidiaries from calculating and does not limit the
ability of the Agent and the Banks from readily determining compliance with the
provisions of this Agreement, including without limitation the financial
covenants set forth in §9.

       

      8.10.  Transactions
with Affiliates.  The
Borrower will not, and will not permit any of its Subsidiaries to, engage in any
transaction with any Affiliate (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any
such Affiliate or, to the knowledge of the Borrower, any corporation,
partnership, trust or other entity in which any such Affiliate has a substantial
interest or is an officer, director, trustee or partner, on terms more favorable
to such Person than would have been obtainable on an arm's-length basis in the
ordinary course of business; provided that the
provisions of this §8.10 shall not apply to transactions of the of the Borrower
or any Subsidiary with Rogers Inoac, Durel Corporation, Polyimide Laminate
Systems LLC, Rogers Chang Chun Technology Co., Ltd. and any other Joint Ventures
in which the Borrower has an interest.

       

      8.11.  Activities
of World Properties.  The
Borrower will not permit World Properties to (a) own or otherwise hold any
assets other than patents, trademarks, copyrights and related rights (the
"Intellectual Property"), or notes and interest receivable, cash and short term
investments received in connection with Intellectual Property licensed or
transferred by World Properties, or (b) engage directly or indirectly (whether
through Subsidiaries or otherwise) in any type of business other than the
ownership, licensing, protecting, defending and managing of the Intellectual
Property.  The Borrower will not permit World Properties to transfer
(including pursuant to long-term licenses) the Intellectual Property or its
other assets in any way economically or legally equivalent to a sale, except
that World Properties may transfer assets in such manner in an amount not to
exceed (i) ten percent (10%) of the book value of its total assets in any fiscal
year, as determined on the last day of the previous fiscal year, and (ii)
twenty-five percent (25%) of the book value of its total assets in the aggregate
during the term of this Credit Agreement, as determined on December 31,
2000.  The Borrower will not sell or otherwise transfer the stock of
World Properties to anyone other than a wholly-owned Subsidiary, nor will it
permit World Properties to incur any Indebtedness or to create or incur or
suffer to be created or incurred or to exist any lien, encumbrance, mortgage,
pledge, charge, restriction or other security interest of any kind upon any of
its property or assets, whether now owned or hereafter acquired, or upon the
income or profits therefrom.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -80-

       

      8.12. Modification of Charter
Documents.  Neither
the Borrower nor any of its Subsidiaries will amend or permit to be amended its
certificate of incorporation or bylaws, or similar organizational documents
without the Agent's prior written consent unless such change or amendment would
not have a Material Adverse Effect.

       

      8.13. Upstream Limitations.  Neither
the Borrower nor any of its Subsidiaries will enter into, or permit any of their
Subsidiaries to enter into, any agreement, contract or arrangement (other than
this Credit Agreement and the other Loan Documents) restricting the ability of
such Subsidiary to pay or make dividends or distributions in cash or kind, to
make loans, advances or other payments of whatsoever nature or to make transfers
or distributions of all or any part of its assets to the Borrower or any
Subsidiary of which such Subsidiary is a Subsidiary.

       

      8.14. Inconsistent Agreements.  Neither
the Borrower nor any of its Subsidiaries will, nor will they permit their
Subsidiaries to, enter into any agreement containing any provision which would
be violated or breached by the performance by the Borrower or such Subsidiary of
its obligations hereunder or under any of the Loan Documents.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -81-

       

      9.  FINANCIAL COVENANTS OF THE
BORROWER.  

       

      The
Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement
Obligation, Letter of Credit or Note is outstanding or any Bank has any
obligation to make any Loans or the Agent has any obligation to issue, extend or
renew any Letters of Credit:

       

      9.1.  Leverage
Ratio.  The
Borrower will not, as of the end of any fiscal quarter, permit the Leverage
Ratio to exceed 2.00 to 1.00 at any time.

       

      9.2.  Interest
Coverage Ratio.  The
Borrower will not, as of the end of any fiscal quarter, permit the ratio of (i)
EBITDA for any period of four consecutive fiscal quarters ended on such date, to
(ii) Consolidated Total Interest Expense for such period to be less than 4.50 to
1.00 at any time.

       

      9.3.  Capital
Expenditures.  The
Borrower will not make, or permit any Subsidiary of the Borrower to make,
Capital Expenditures in any fiscal year that exceed, in the aggregate,
$35,000,000 for such fiscal year; provided, however, that, if
during any fiscal year the amount of Capital Expenditures permitted for that
fiscal year is not so utilized, such unutilized amount may be utilized in the
next succeeding fiscal year (after first utilizing the maximum amount for such
succeeding fiscal year) but not in any subsequent fiscal year.

       

      9.4.  Consolidated
Net Worth.  The
Borrower will not permit Consolidated Net Worth at any time to be less than the
sum of $123,000,000 plus, on a cumulative
basis, 50% of positive Consolidated Net Income for each fiscal quarter
subsequent to the fiscal quarter ended July 2, 2000 (with no deduction for any
quarter in which there is a net loss).

       

      10.  CLOSING
CONDITIONS.  

       

      The
obligations of the Banks to make the initial Loans and of the Agent to issue any
initial Letters of Credit shall be subject to the satisfaction of the following
conditions precedent:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -82-

       

      10.1.  Loan
Documents.  Each of
the Loan Documents shall have been duly executed and delivered by the respective
parties thereto, shall be in full force and effect and shall be in form and
substance satisfactory to each of the Banks.  Each Bank shall have
received a fully executed copy of each of this Credit Agreement, its Note, the
Guaranty and any other Loan Documents to which it is a party.

       

      10.2.  Certified
Copies of Charter Documents.  Each of
the Banks shall have received from the Borrower and each of the Guarantors a
copy, certified by a duly authorized officer of such Person to be true and
complete on the Closing Date, of each of (i) its charter or other incorporation
documents as in effect on such date of certification, and (ii) its by-laws as in
effect on such date.

       

      10.3.  Corporate
Action.  All
corporate action necessary for the valid execution, delivery and performance by
the Borrower and each of the Guarantors of this Credit Agreement and the other
Loan Documents to which it is or is to become a party shall have been duly and
effectively taken, and evidence thereof satisfactory to the Banks shall have
been provided to each of the Banks.

       

      10.4.  Incumbency
Certificate.  Each of
the Banks shall have received from the Borrower and each of the Guarantors an
incumbency certificate, dated as of the Closing Date, signed by a duly
authorized officer of the Borrower or such Guarantor, as the case may be, and
giving the name and bearing a specimen signature of each individual who shall be
authorized: (i) to sign, in the name and on behalf of the Borrower or such
Guarantor, each of the Loan Documents to which the Borrower or such Guarantor is
or is to become a party; (ii) in the case of the Borrower, to make Loan Requests
and Conversion Requests and to apply for Letters of Credit; and (iii) to give
notices and to take other action on its behalf under the Loan
Documents.

       

      10.5.  Opinion
of Counsel.  Each of
the Banks and the Agent shall have received favorable legal opinions addressed
to the Banks and the Agent, dated as of the Closing Date, in form and substance
satisfactory to the Banks and the Agent, from:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -83-

       

      (a)  Hill
& Barlow, counsel to the Borrower and its Subsidiaries; and

       

      (b)  Paul
V. Wentworth, Esq., Arizona counsel to the Borrower and TL Properties,
Inc.

       

      10.6.  UCC
Search Results, etc.  The Agent
shall be satisfied with the results of all Uniform Commercial Code, Patent and
Trademark Office, mortgage, tax and judgment lien search results with respect to
the Borrower and its Domestic Subsidiaries in all relevant
jurisdictions.

       

      10.7.  Payment
of Fees and Expenses.  The
Borrower shall have paid to the Banks or the Agent, as appropriate, the fees
payable pursuant to the Fee Letter and all expenses subject to reimbursement
under the terms of this Credit Agreement.

       

      10.8.  Termination
of Existing Fleet Agreement.  Fleet
shall have received a letter from the Borrower terminating all commitments to
lend under the Existing Fleet Agreement effective on and as of the Closing
Date.

       

      10.9.  Payoff
Letter.  The Agent
and the Borrower shall have received a payoff letter from Fleet, indicating the
amount of the loan obligations of the Borrower, if any, under the Existing Fleet
Agreement to be discharged on the Closing Date.

       

      10.10.  Initial
Loan Request.  The Agent
shall have received a Loan Request, if applicable, dated the Closing Date duly
completed with the details of all Loans to be made on the Closing Date, if any,
together with disbursement instructions from the Borrower with respect to
proceeds thereof.

       

      11.  CONDITIONS TO ALL
BORROWINGS.  

       

      The
obligations of the Banks to make any Loan, and of the Agent to issue, extend or
renew any Letter of Credit, in each case whether on or after the Closing Date,
shall also be subject to the satisfaction of the following conditions
precedent:

       

      11.1.  Representations
True; No Event of Default.  Each of
the representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Loan or the issuance, extension or
renewal of such Letter of Credit, with the same effect as if made at and as of
that time (except to the extent of changes resulting from transactions
contemplated or permitted by this Credit Agreement and the other Loan Documents
and changes occurring in the ordinary course of business that singly or in the
aggregate do not have a Material Adverse Effect, and to the extent that such
representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -84-

       

      11.2.  No Legal
Impediment.  No change
shall have occurred in any law or regulations thereunder or interpretations
thereof that in the reasonable opinion of any Bank would make it illegal for
such Bank to make such Loan or to participate in the issuance, extension or
renewal of such Letter of Credit or in the reasonable opinion of the Agent would
make it illegal for the Agent to issue, extend or renew such Letter of
Credit.  None of the Banks or the Agent is aware, on and as of the
Closing Date, of any such law or regulations.

       

      11.3.  Governmental
Regulation.  Each Bank
shall have received such statements in substance and form reasonably
satisfactory to such Bank as such Bank shall require for the purpose of
compliance with any applicable regulations of the Comptroller of the Currency or
the Board of Governors of the Federal Reserve System.

       

      11.4.  Proceedings
and Documents.  All
proceedings in connection with the transactions contemplated by this Credit
Agreement, the other Loan Documents and all other documents incident thereto
shall be satisfactory in substance and in form to the Banks and to the Agent and
the Agent's Special Counsel, and the Banks, the Agent and such counsel shall
have received all information and such counterpart originals or certified or
other copies of such documents as the Agent may reasonably request.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -85-

       

      12.  EVENTS OF DEFAULT;
ACCELERATION; ETC.  

       

      12.1.  Events of
Default and Acceleration.  If any of
the following events ("Events of Default" or, if the giving of notice or the
lapse of time or both is required, then, prior to such notice or lapse of time,
"Defaults") shall occur:

       

      (a)           the
Borrower shall fail to pay any principal of the Loans or any Reimbursement
Obligation when the same shall become due and payable, whether at the stated
date of maturity or any accelerated date of maturity or at any other date fixed
for payment;

       

      (b)           the
Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans,
the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due
hereunder or under any of the other Loan Documents, within five (5) days after
the same shall become due and payable, whether at the stated date of maturity or
any accelerated date of maturity or at any other date fixed for
payment;

       

      (c)           the
Borrower shall fail to comply with any of its covenants contained in §§7.1, 7.4,
7.5, 7.6 (as it relates to corporate existence), 7.8, 8 or 9;

       

      (d)           the
Borrower or any of its Subsidiaries shall fail to perform any term, covenant or
agreement contained herein or in any of the other Loan Documents (other than
those specified elsewhere in this §12.1) for thirty (30) days after written
notice of such failure has been given to the Borrower by the Agent;

       

      (e)           any
representation or warranty of the Borrower or any of its Subsidiaries in this
Credit Agreement or any of the other Loan Documents or in any other document or
instrument delivered pursuant to or in connection with this Credit Agreement
shall prove to have been false in any material respect upon the date when made
or deemed to have been made or repeated;

       

      (f)           the
Borrower or any of its Subsidiaries shall fail to pay at maturity, or within any
applicable period of grace, any obligation for borrowed money or credit received
(other than trade payables incurred in the ordinary course of business) or in
respect of any Capitalized Leases in an aggregate principal amount outstanding
of $1,000,000 or more, or fail to observe or perform any material term, covenant
or agreement contained in any agreement by which it is bound, evidencing or
securing borrowed money or credit received or in respect of any Capitalized
Leases in an aggregate principal amount outstanding of $1,000,000 or more, for
such period of time as would permit (assuming the giving of appropriate notice
if required) the holder or holders thereof or of any obligations issued
thereunder to accelerate the maturity thereof, or any such holder or holders
shall rescind or shall have a right to rescind the purchase of any such
obligations;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -86-

       

      (g)           the
Borrower or any of its Subsidiaries shall make an assignment for the benefit of
creditors, or admit in writing its inability to pay or generally fail to pay its
debts as they mature or become due, or shall petition or apply for the
appointment of a trustee or other custodian, liquidator or receiver of the
Borrower or any of its Subsidiaries or of any substantial part of the assets of
the Borrower or any of its Subsidiaries or shall commence any case or other
proceeding relating to the Borrower or any of its Subsidiaries under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction, now or hereafter
in effect, or shall take any action to authorize or in furtherance of any of the
foregoing, or if any such petition or application shall be filed or any such
case or other proceeding shall be commenced against the Borrower or any of its
Subsidiaries and the Borrower or any of its Subsidiaries shall indicate its
approval thereof, consent thereto or acquiescence therein or such petition or
application shall not have been dismissed within sixty (60) days following the
filing thereof;

       

      (h)           a
decree or order is entered appointing any such trustee, custodian, liquidator or
receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or
insolvent, or approving a petition in any such case or other proceeding, or a
decree or order for relief is entered in respect of the Borrower or any
Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws
as now or hereafter constituted;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -87-

       

      (i)           there
shall remain in force, undischarged, unsatisfied (unless bonded) and unstayed,
for more than forty-five days, whether or not consecutive, any final judgment
against the Borrower or any of its Subsidiaries that, with other outstanding
final judgments, undischarged, against the Borrower or any of its Subsidiaries
exceeds in the aggregate $5,000,000;

       

      (j)           if
any of the Loan Documents shall be cancelled, terminated, revoked or rescinded,
in each case otherwise than in accordance with the terms thereof or with the
express prior written agreement, consent or approval of the Banks, or any action
at law, suit or in equity or other legal proceeding to cancel, revoke or rescind
any of the Loan Documents shall be commenced by or on behalf of the Borrower or
any of its Subsidiaries party thereto or any of their respective stockholders,
or any court or any other governmental or regulatory authority or agency of
competent jurisdiction shall make a determination that, or issue a judgment,
order, decree or ruling to the effect that, any one or more of the Loan
Documents is illegal, invalid or unenforceable in accordance with the terms
thereof;

       

      (k)           the
Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed
Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding
$5,000,000, or the Borrower or any ERISA Affiliate is assessed withdrawal
liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring
aggregate annual payments exceeding $3,000,000, or any of the following occurs
with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a
failure to make a required installment or other payment (within the meaning of
§302(f)(1) of ERISA), provided that the
Agent determines in its reasonable discretion that such event (A) is reasonably
likely to result in liability of the Borrower or any of its Subsidiaries to the
PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000
and (B) could constitute grounds for the termination of such Guaranteed Pension
Plan by the PBGC, for the appointment by the appropriate United States District
Court of a trustee to administer such Guaranteed Pension Plan or for the
imposition of a lien in favor of such Guaranteed Pension Plan; or (ii) the
appointment by a United States District Court of a trustee to administer such
Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to
terminate such Guaranteed Pension Plan;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -88-

       

      (l)           the
Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way
prevented by the order of any court or any administrative or regulatory agency
from conducting any material part of its business and such order shall continue
in effect for more than thirty (30) days;

       

      (m)           there
shall occur the loss, suspension or revocation of, or failure to renew, any
license or permit now held or hereafter acquired by the Borrower or any of its
Subsidiaries if such loss, suspension, revocation or failure to renew would have
a Material Adverse Effect; or

       

      (n)           any
person or group of persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as amended) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under said Act) of 20% or more of the outstanding shares of
common stock of the Borrower; or, during any period of twelve consecutive
calendar months, individuals who were directors of the Borrower on the first day
of such period shall cease to constitute a majority of the board of directors of
the Borrower;

       

      then, and
in any such event, so long as the same may be continuing, the Agent may, and
upon the request of the Majority Banks shall, by notice in writing to the
Borrower declare all amounts owing with respect to this Credit Agreement, the
Notes and the other Loan Documents and all Reimbursement Obligations to be, and
they shall thereupon forthwith become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower; provided that in the
event of any Event of Default specified in §§12.1(g) or 12.1(h), all such
amounts shall become immediately due and payable automatically and without any
requirement of notice from the Agent or any Bank.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -89-

       

      12.2.  Termination
of Commitments.  If any one
or more of the Events of Default specified in §12.1(g) or §12.1(h) shall occur,
any unused portion of the credit hereunder shall forthwith terminate and each of
the Banks shall be relieved of all further obligations to make Loans to the
Borrower and the Agent shall be relieved of all further obligations to issue,
extend or renew Letters of Credit.  If any other Event of Default
shall have occurred and be continuing, the Agent may and, upon the request of
the Majority Banks, shall, by notice to the Borrower, terminate the unused
portion of the credit hereunder, and upon such notice being given such unused
portion of the credit hereunder shall terminate immediately and each of the
Banks shall be relieved of all further obligations to make Loans and the Agent
shall be relieved of all further obligations to issue, extend or renew Letters
of Credit.  No termination of the credit hereunder shall relieve the
Borrower or any of its Subsidiaries of any of the Obligations.

       

      12.3.  Remedies.  In case
any one or more of the Events of Default shall have occurred and be continuing,
and whether or not the Banks shall have accelerated the maturity of the Loans
pursuant to §12.1, each Bank, if owed any amount with respect to the Loans or
the Reimbursement Obligations, may, with the consent of the Majority Banks but
not otherwise, proceed to protect and enforce its rights by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Credit Agreement and
the other Loan Documents or any instrument pursuant to which the Obligations to
such Bank are evidenced, including as permitted by applicable law the obtaining
of the ex parte appointment of
a receiver, and, if such amount shall have become due, by declaration or
otherwise, proceed to enforce the payment thereof or any other legal or
equitable right of such Bank.  No remedy herein conferred upon any
Bank or the Agent or the holder of any Note or purchaser of any Letter of Credit
Participation is intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or any
other provision of law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -90-

       

      13.  SETOFF.  

       

      Regardless
of the adequacy of any collateral, during the continuance of any Event of
Default, any deposits or other sums credited by or due from any of the Banks to
the Borrower and any securities or other property of the Borrower in the
possession of such Bank may be applied to or set off by such Bank against the
payment of Obligations and any and all other liabilities, direct, or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
of the Borrower to such Bank.  Each of the Banks agrees with each
other Bank that (i) if an amount to be set off is to be applied to Indebtedness
of the Borrower to such Bank, other than Indebtedness evidenced by the Notes
held by such Bank or constituting Reimbursement Obligations owed to such Bank,
such amount shall be applied ratably to such other Indebtedness and to the
Indebtedness evidenced by all such Notes held by such Bank or constituting
Reimbursement Obligations owed to such Bank, and (ii) if such Bank shall receive
from the Borrower, whether by voluntary payment, exercise of the right of
setoff, counterclaim, cross action, enforcement of the claim evidenced by the
Notes held by, or constituting Reimbursement Obligations owed to, such Bank by
proceedings against the Borrower at law or in equity or by proof thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise, and shall retain and apply to the payment of the Note or Notes held
by, or Reimbursement Obligations owed to, such Bank any amount in excess of its
ratable portion of the payments received by all of the Banks with respect to the
Notes held by, and Reimbursement Obligations owed to, all of the Banks, such
Bank will make such disposition and arrangements with the other Banks with
respect to such excess, either by way of distribution, pro tanto assignment of
claims, subrogation or otherwise as shall result in each Bank receiving in
respect of the Notes held by it or Reimbursement Obligations owed it, its
proportionate payment as contemplated by this Credit Agreement; provided that if all
or any part of such excess payment is thereafter recovered from such Bank, such
disposition and arrangements shall be rescinded and the amount restored to the
extent of such recovery, but without interest.

       

      14.  THE
AGENT.  

       

      14.1.  Authorization.

        

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -91-

       

      (a)           The
Agent is authorized to take such action on behalf of each of the Banks and to
exercise all such powers as are hereunder and under any of the other Loan
Documents and any related documents delegated to the Agent, together with such
powers as are reasonably incident thereto, provided that no
duties or responsibilities not expressly assumed herein or therein shall be
implied to have been assumed by the Agent.

       

      (b)           The
relationship between the Agent and each of the Banks is that of an independent
contractor.  The use of the term "Agent" is for convenience only and
is used to describe, as a form of convention, the independent contractual
relationship between the Agent and each of the Banks.  Nothing
contained in this Credit Agreement nor the other Loan Documents shall be
construed to create an agency, trust or other fiduciary relationship between the
Agent and any of the Banks.

       

      (c)           As
an independent contractor empowered by the Banks to exercise certain rights and
perform certain duties and responsibilities hereunder and under the other Loan
Documents, the Agent is nevertheless a "representative" of the Banks, as that
term is defined in Article 1 of the Uniform Commercial Code, for purposes of
actions for the benefit of the Banks and the Agent with respect to all
collateral security and guaranties, if any, contemplated by the Loan
Documents.

       

      14.2.  Employees
and Agents.  The Agent
may exercise its powers and execute its duties by or through employees or agents
and shall be entitled to take, and to rely on, advice of counsel concerning all
matters pertaining to its rights and duties under this Credit Agreement and the
other Loan Documents.  The Agent may utilize the services of such
Persons as the Agent in its sole discretion may reasonably determine, and all
reasonable fees and expenses of any such Persons shall be paid by the
Borrower.

       

      14.3.  No
Liability.  Neither
the Agent nor any of its shareholders, directors, officers or employees nor any
other Person assisting them in their duties nor any agent or employee thereof,
shall be liable for any waiver, consent or approval given or any action taken,
or omitted to be taken, in good faith by it or them hereunder or under any of
the other Loan Documents, or in connection herewith or therewith, or be
responsible for the consequences of any oversight or error of judgment
whatsoever, except that the Agent or such other Person, as the case may be, may
be liable for losses due to its willful misconduct or gross
negligence.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -92-

       

      14.4.  No
Representations.  

       

      14.4.1.  General.  The Agent
shall not be responsible for the execution or validity or enforceability of this
Credit Agreement, the Notes, the Letters of Credit, any of the other Loan
Documents or any instrument at any time constituting, or intended to constitute,
collateral security for the Notes, or for the value of any such collateral
security or for the validity, enforceability or collectability of any such
amounts owing with respect to the Notes, or for any recitals or statements,
warranties or representations made herein or in any of the other Loan Documents
or in any certificate or instrument hereafter furnished to it by or on behalf of
the Borrower or any of its Subsidiaries, or be bound to ascertain or inquire as
to the performance or observance of any of the terms, conditions, covenants or
agreements herein or in any instrument at any time constituting, or intended to
constitute, collateral security for the Notes or to inspect any of the
properties, books or records of the Borrower or any of its
Subsidiaries.  The Agent shall not be bound to ascertain whether any
notice, consent, waiver or request delivered to it by the Borrower or any holder
of any of the Notes shall have been duly authorized or is true, accurate and
complete.  The Agent has not made nor does it now make any
representations or warranties, express or implied, nor does it assume any
liability to the Banks, with respect to the credit worthiness or financial
conditions of the Borrower or any of its Subsidiaries.  Each Bank
acknowledges that it has, independently and without reliance upon the Agent or
any other Bank, and based upon such information and documents as it has deemed
appropriate, made its own credit analysis and decision to enter into this Credit
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -93-

       

      14.4.2.  Closing
Documentation, etc.  For
purposes of determining compliance with the conditions set forth in §10, each
Bank that has executed this Credit Agreement shall be deemed to have consented
to, approved or accepted, or be satisfied with, each document and matter either
sent, or made available, by the Agent to such Bank for consent, approval,
acceptance or satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to such Bank, unless an officer of the
Agent active upon the Borrower's account shall have received notice from such
Bank prior to the Closing Date specifying such Bank's objection thereto and such
objection shall not have been withdrawn by notice to the Agent to such effect on
or prior to the Closing Date.

       

      14.5.  Payments.  

       

      14.5.1.  Payments
to Agent.  A payment
by the Borrower to the Agent hereunder or any of the other Loan Documents for
the account of any Bank shall constitute a payment to such Bank.  The
Agent agrees promptly to distribute to each Bank such Bank's pro rata share of
payments received by the Agent for the account of the Banks except as otherwise
expressly provided herein or in any of the other Loan Documents.

       

      14.5.2.  Distribution
by Agent.  If in the
opinion of the Agent the distribution of any amount received by it in such
capacity hereunder, under the Notes or under any of the other Loan Documents
might involve it in liability, it may refrain from making distribution until its
right to make distribution shall have been adjudicated by a court of competent
jurisdiction.  If a court of competent jurisdiction shall adjudge that
any amount received and distributed by the Agent is to be repaid, each Person to
whom any such distribution shall have been made shall either repay to the Agent
its proportionate share of the amount so adjudged to be repaid or shall pay over
the same in such manner and to such Persons as shall be determined by such
court.

       

      14.5.3.  Delinquent
Banks.  Notwithstanding
anything to the contrary contained in this Credit Agreement or any of the other
Loan Documents, any Bank that fails (i) to make available to the Agent its pro rata share of any
Loan or to purchase any Letter of Credit Participation or (ii) to comply with
the provisions of §13 with respect to making dispositions and arrangements with
the other Banks, where such Bank's share of any payment received, whether by
setoff or otherwise, is in excess of its pro rata share of such
payments due and payable to all of the Banks, in each case as, when and to the
full extent required by the provisions of this Credit Agreement, shall be deemed
delinquent (a "Delinquent Bank") and shall be deemed a Delinquent Bank until
such time as such delinquency is satisfied.  A Delinquent Bank shall
be deemed to have assigned any and all payments due to it from the Borrower,
whether on account of outstanding Loans, Unpaid Reimbursement Obligations,
interest, fees or otherwise, to the remaining nondelinquent Banks for
application to, and reduction of, their respective pro rata shares of all
outstanding Loans and Unpaid Reimbursement Obligations.  The
Delinquent Bank hereby authorizes the Agent to distribute such payments to the
nondelinquent Banks in proportion to their respective pro rata shares of all
outstanding Loans and Unpaid Reimbursement Obligations.  A Delinquent
Bank shall be deemed to have satisfied in full a delinquency when and if, as a
result of application of the assigned payments to all outstanding Loans and
Unpaid Reimbursement Obligations of the nondelinquent Banks, the Banks'
respective pro
rata shares of
all outstanding Loans and Unpaid Reimbursement Obligations have returned to
those in effect immediately prior to such delinquency and without giving effect
to the nonpayment causing such delinquency.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -94-

       

      14.6.  Holders
of Notes.  The Agent
may deem and treat the payee of any Note or the purchaser of any Letter of
Credit Participation as the absolute owner or purchaser thereof for all purposes
hereof until it shall have been furnished in writing with a different name by
such payee or by a subsequent holder, assignee or transferee.

       

      14.7.  Indemnity.  The Banks
ratably agree hereby to indemnify and hold harmless the Agent and its affiliates
from and against any and all claims, actions and suits (whether groundless or
otherwise), losses, damages, costs, expenses (including any expenses for which
the Agent or such affiliate has not been reimbursed by the Borrower as required
by §15), and liabilities of every nature and character arising out of or related
to this Credit Agreement, the Notes, or any of the other Loan Documents or the
transactions contemplated or evidenced hereby or thereby, or the Agent's actions
taken hereunder or thereunder, except to the extent that any of the same shall
be directly caused by the Agent's willful misconduct or gross
negligence.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -95-

       

      14.8.  Agent as
Bank.  In its
individual capacity, Fleet shall have the same obligations and the same rights,
powers and privileges in respect to its Commitment and the Loans made by it, and
as the holder of any of the Notes and as the purchaser of any Letter of Credit
Participations, as it would have were it not also the Agent.

       

      14.9.  Resignation.  The Agent
may resign at any time by giving sixty (60) days prior written notice thereof to
the Banks and the Borrower.  Upon any such resignation, the Majority
Banks shall have the right to appoint a successor Agent.  Unless a
Default or Event of Default shall have occurred and be continuing, such
successor Agent shall be reasonably acceptable to the Borrower.  If no
successor Agent shall have been so appointed by the Majority Banks and shall
have accepted such appointment within thirty (30) days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may, on behalf
of the Banks, appoint a successor Agent, which shall be a financial institution
having a rating of not less than A or its equivalent by Standard & Poor's
Ratings Services.  Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder.  After any retiring Agent's resignation, the
provisions of this Credit Agreement and the other Loan Documents shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Agent.

       

      14.10.  Notification
of Defaults and Events of Default.  Each Bank
hereby agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Agent thereof.  The Agent hereby
agrees that upon receipt of any notice under this §14.10 it shall promptly
notify the other Banks of the existence of such Default or Event of
Default.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -96-

       

      15.  EXPENSES AND
INDEMNIFICATION.  

       

      15.1.  Expenses.  The
Borrower agrees to pay (i) the reasonable costs of producing and reproducing
this Credit Agreement, the other Loan Documents and the other agreements and
instruments mentioned herein, (ii) any taxes (including any interest and
penalties in respect thereto) payable by the Agent or any of the Banks (other
than Excluded Taxes) on or with respect to the transactions contemplated by this
Credit Agreement (the Borrower hereby agreeing to indemnify the Agent and each
Bank with respect thereto), (iii) the reasonable fees, expenses and
disbursements of the Agent or any of its affiliates or Agent's Special Counsel
or any local counsel to the Agent incurred in connection with the preparation,
syndication, administration or interpretation of the Loan Documents and other
instruments mentioned herein, each closing hereunder, any amendments,
modifications, approvals, consents or waivers hereto or hereunder, the
cancellation of any Loan Document upon payment in full in cash of all of the
Obligations or pursuant to any terms of such Loan Document for providing for
such cancellation, and (iv) all reasonable out-of-pocket expenses (including
without limitation reasonable attorneys' fees and costs, which attorneys may be
employees of Fleet or the Agent, and reasonable consulting, accounting,
appraisal, investment banking and similar professional fees and charges)
incurred by Fleet or the Agent, and all reasonable attorneys' fees and costs
(which attorneys may be employees of the applicable Bank) incurred by any other
Bank, in each case in connection with (A) the enforcement of or preservation of
rights under any of the Loan Documents against the Borrower or any of its
Subsidiaries or the administration thereof after the occurrence of a Default or
Event of Default and (B) any litigation, proceeding or dispute whether arising
hereunder or otherwise, in any way related to any Bank's or the Agent's
relationship with the Borrower or any of its Subsidiaries.

       

      15.2.  Indemnification.  The
Borrower agrees to indemnify and hold harmless the Agent, its affiliates and the
Banks (together, the "Indemnitees") from and against any and all claims, actions
and suits whether groundless or otherwise, and from and against any and all
liabilities, losses, damages and expenses of every nature and character arising
out of this Credit Agreement or any of the other Loan Documents or the
transactions contemplated hereby including, without limitation, (i) any actual
or proposed use by the Borrower or any of its Subsidiaries of the proceeds of
any of the Loans or Letters of Credit, (ii) the Borrower or any of its
Subsidiaries entering into or performing this Credit Agreement or any of the
other Loan Documents or (iii) with respect to the Borrower and its Subsidiaries
and the Real Estate, (x) the violation of any Environmental Law, or (y) the
presence, disposal, escape, seepage, leakage, spillage, discharge, emission,
release or threatened release of any Hazardous Substances in violation of
applicable Environmental Laws or any action, suit, proceeding or investigation
brought or threatened with respect thereto (including, but not limited to,
claims with respect to wrongful death, personal injury or damage to property),
in each case including, without limitation, the reasonable fees and
disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding; provided that the
Borrower shall not be required to indemnify any Indemnitee from and against any
claims, actions, suits, liabilities, losses, damages or expenses to the extent
the same arises out of such Indemnitee's own gross negligence or willful
misconduct.  In litigation, or the preparation therefor, the Banks and
the Agent and its affiliates shall be entitled to select their own counsel and,
in addition to the foregoing indemnity, the Borrower agrees to pay promptly the
reasonable fees and expenses of such counsel.  If, and to the extent
that the obligations of the Borrower under this §15.2 are unenforceable for any
reason, the Borrower hereby agrees to make the maximum contribution to the
payment in satisfaction of such obligations which is permissible under
applicable law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -97-

       

      15.3.  Survival.  The
covenants contained in this §15 shall survive payment or satisfaction in full of
all other Obligations.

       

      16.  TREATMENT OF CERTAIN
CONFIDENTIAL INFORMATION.  

       

      16.1.  Confidentiality.  Each of
the Banks and the Agent agrees, on behalf of itself and each of its affiliates,
directors, officers, employees and representatives (including their respective
counsel, auditors and accountants), to use reasonable precautions to keep
confidential, in accordance with their customary procedures for handling
confidential information of the same nature and in accordance with safe and
sound banking practices, any non-public proprietary information supplied to it
by the Borrower or any of its Subsidiaries pursuant to this Credit Agreement
that is identified orally or in writing by such Person as being confidential or
proprietary (or words of like effect) at the time the same is delivered to the
Banks or the Agent, provided that nothing
herein shall limit the disclosure of any such information (a) after such
information shall have become public other than through a violation of this §16,
(b) to the extent required by statute, rule, regulation or judicial process, (c)
to counsel for any of the Banks or the Agent, (d) to bank examiners or any other
regulatory authority having jurisdiction over any Bank or the Agent, or to
auditors or accountants, (e) to the Agent or any Bank, (f) in connection with
any litigation to which any one or more of the Banks or the Agent is a party, or
in connection with the enforcement of rights or remedies hereunder or under any
other Loan Document, or (g) to any assignee or participant (or prospective
assignee or participant) so long as such assignee or participant agrees to be
bound by the provisions of §18.6. The covenants contained in this §16.1 shall
survive payment or satisfaction in full of the Obligations for a period of
eighteen (18) months.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -98-

       

      16.2.  Prior
Notification.  Unless
specifically prohibited by applicable law or court order, each of the Banks and
the Agent shall, prior to disclosure thereof, notify the Borrower of any request
for disclosure of any such non-public information by any governmental agency or
representative thereof (other than any such request in connection with an
examination of the financial condition of such Bank by such governmental agency)
or pursuant to legal process.

       

      16.3.  Other.  In no
event shall any Bank or the Agent be obligated or required to return any
materials furnished to it by the Borrower or any of its
Subsidiaries.  The obligations of each Bank under this §16 shall
supersede and replace the obligations of such Bank under any confidentiality
letter in respect of this financing signed and delivered by such Bank to the
Borrower prior to the date hereof and shall be binding upon any assignee of, or
purchaser of any participation in, any interest in any of the Loans or
Reimbursement Obligations from any Bank.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -99-

       

      17.  SURVIVAL OF COVENANTS,
ETC.  

       

      All
covenants, agreements, representations and warranties made herein, in the Notes,
in any of the other Loan Documents or in any documents or other papers delivered
by or on behalf of the Borrower or any of its Subsidiaries pursuant hereto shall
be deemed to have been relied upon by the Banks and the Agent, notwithstanding
any investigation heretofore or hereafter made by any of them, and shall survive
the making by the Banks of any of the Loans and the issuance, extension or
renewal of any Letters of Credit, as herein contemplated, and shall continue in
full force and effect so long as any Letter of Credit or any amount due under
this Credit Agreement or the Notes or any of the other Loan Documents remains
outstanding or any Bank has any obligation to make any Loans or the Agent has
any obligation to issue, extend or renew any Letter of Credit, and for such
further time as may be otherwise expressly specified in this Credit
Agreement.  All statements contained in any certificate or other paper
delivered to any Bank or the Agent at any time by or on behalf of the Borrower
or any of its Subsidiaries pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and warranties
by the Borrower or such Subsidiary hereunder unless otherwise specifically
provided in such certificate or other paper.

       

      18.  ASSIGNMENT AND
PARTICIPATION.  

       

      18.1.  Conditions
to Assignment by Banks.  Except as
provided herein, each Bank may assign to one or more Eligible Assignees all or a
portion of its interests, rights and obligations under this Credit Agreement
(including all or a portion of its Commitment Percentage and Commitment and the
same portion of the Loans at the time owing to it, the Notes held by it and its
participating interest in the risk relating to any Letters of Credit); provided that (i)
each of the Agent and, unless a Default or Event of Default shall have occurred
and be continuing, the Borrower shall have given its prior written consent to
such assignment, which consent, in the case of the Borrower, will not be
unreasonably withheld, (ii) each such assignment shall be of a constant, and not
a varying, percentage of all the assigning Bank's rights and obligations under
this Credit Agreement, (iii) each assignment shall be in the minimum amount of
$5,000,000, (iv) the parties to such assignment shall execute and deliver to the
Agent, for recording in the Register (as hereinafter defined), an Assignment and
Acceptance, substantially in the form of ExhibitD hereto (an
"Assignment and Acceptance"), together with the  Notes subject to such
assignment, (v) unless a Default or Event of Default shall have occurred, no
Bank may assign its interests, rights and obligations hereunder during the
period of eighteen (18) months commencing on the Closing Date, and (vi) unless a
Default or Event of Default shall have occurred, Fleet shall retain a Commitment
hereunder of not less than $20,000,000 and Citizens shall retain a Commitment
hereunder of not less than $10,000,000, in each case as such amounts are ratably
adjusted for any reduction in the Total Commitment occurring after the Closing
Date.  Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five (5) Business Days after the execution
thereof, (i) the assignee thereunder shall be a party hereto and, to the extent
provided in such Assignment and Acceptance, have the rights and obligations of a
Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in
such assignment and upon payment to the Agent of the registration fee referred
to in §18.3, be released from its obligations under this Credit
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -100-

       

      18.2.  Certain
Representations and Warranties; Limitations; Covenants.  By
executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows:

       

      (a)           other
than the representation and warranty that it is the legal and beneficial owner
of the interest being assigned thereby free and clear of any adverse claim, the
assigning Bank makes no representation or warranty, express or implied, and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or the attachment, perfection or priority of
any security interest or mortgage,

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -101-

       

      (b)           the
assigning Bank makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower and its Subsidiaries or
any other Person primarily or secondarily liable in respect of any of the
Obligations, or the performance or observance by the Borrower and its
Subsidiaries or any other Person primarily or secondarily liable in respect of
any of the Obligations of any of their obligations under this Credit Agreement
or any of the other Loan Documents or any other instrument or document furnished
pursuant hereto or thereto;

       

      (c)           such
assignee confirms that it has received a copy of this Credit Agreement, together
with copies of the most recent financial statements referred to in §6.4 and §7.4
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and
Acceptance;

       

      (d)           such
assignee will, independently and without reliance upon the assigning Bank, the
Agent or any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Credit Agreement;

       

      (e)           such
assignee represents and warrants that it is an Eligible Assignee;

       

      (f)           such
assignee appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under this Credit Agreement and the other
Loan Documents as are delegated to the Agent by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto;

       

      (g)           such
assignee agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Credit Agreement are required to be
performed by it as a Bank;

       

      (h)           such
assignee represents and warrants that it is legally authorized to enter into
such Assignment and Acceptance; and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -102-

       

      (i)           such
assignee acknowledges that it has made arrangements with the assigning Bank
satisfactory to such assignee with respect to its pro rata share of Letter
of Credit Fees in respect of outstanding Letters of Credit.

       

      18.3.  Register.  The Agent
shall maintain a copy of each Assignment and Acceptance delivered to it and a
register or similar list (the "Register") for the recordation of the names and
addresses of the Banks and the Commitment Percentage of, and principal amount of
the Loans owing to and Letter of Credit Participations purchased by, the Banks
from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, the Agent and the Banks may treat
each Person whose name is recorded in the Register as a Bank hereunder for all
purposes of this Credit Agreement.  The Register shall be available
for inspection by the Borrower and the Banks at any reasonable time and from
time to time upon reasonable prior notice. Upon each such recordation, the
assigning Bank agrees to pay to the Agent a registration fee in the sum of
$3,500.

       

      18.4.  New
Notes.  Upon its
receipt of an Assignment and Acceptance executed by the parties to such
assignment, together with each Note subject to such assignment, the Agent shall
(i) record the information contained therein in the Register, and (ii) give
prompt notice thereof to the Borrower and the Banks (other than the assigning
Bank). Within five (5) Business Days after receipt of such notice, the Borrower,
at its own expense, shall execute and deliver to the Agent, in exchange for each
surrendered Note, a new Note to the order of such Eligible Assignee in an amount
equal to the amount assumed by such Eligible Assignee pursuant to such
Assignment and Acceptance and, if the assigning Bank has retained some portion
of its obligations hereunder, a new Note to the order of the assigning Bank in
an amount equal to the amount retained by it hereunder.  Such new
Notes shall provide that they are replacements for the surrendered Notes, shall
be in an aggregate principal amount equal to the aggregate principal amount of
the surrendered Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of the assigned
Notes.  Within five (5) days of issuance of any new Notes pursuant to
this §18.4, the Borrower shall deliver an opinion of counsel, addressed to the
Banks and the Agent, relating to the due authorization, execution and delivery
of such new Notes and the legality, validity and binding effect thereof, in form
and substance satisfactory to the Banks.  The surrendered Notes shall
be cancelled and returned to the Borrower.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -103-

       

      18.5.  Participations.  Each Bank
may sell participations to one or more banks or other entities in all or a
portion of such Bank's rights and obligations under this Credit Agreement and
the other Loan Documents; provided that (i)
each such participation shall be in an amount of not less than $5,000,000, (ii)
any such sale or participation shall not affect the rights and duties of the
selling Bank hereunder to the Borrower and (iii) the only rights granted to the
participant pursuant to such participation arrangements with respect to waivers,
amendments or modifications of the Loan Documents shall be the rights to approve
waivers, amendments or modifications that would reduce the principal of or the
interest rate on any Loans, release any guaranty of the Obligations, extend the
term or increase the amount of the Commitment of such Bank as it relates to such
participant, reduce the amount of any commitment fees or Letter of Credit Fees
to which such participant is entitled or extend any regularly scheduled payment
date for principal or interest.

       

      18.6.  Disclosure.  The
Borrower agrees that in addition to disclosures made in accordance with standard
and customary banking practices any Bank may disclose information obtained by
such Bank pursuant to this Credit Agreement to assignees or participants and
potential assignees or participants hereunder; provided that such
assignees or participants or potential assignees or participants shall agree (i)
to treat in confidence such information unless such information otherwise
becomes public knowledge through no fault of such Bank, (ii) not to disclose
such information to a third party, except as required by law or legal process
and (iii) not to make use of such information for purposes of transactions
unrelated to such contemplated assignment or participation.  For
purposes of this §18.6 an assignee or participant or potential assignee or
participant may include a counterparty with whom such Bank has entered into or
potentially might enter into a derivative contract referenced to credit or other
risks or events arising under this Credit Agreement or any other Loan
Document.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -104-

       

      18.7.  Assignee
or Participant Affiliated with the Borrower.  If any
assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall
have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Agent pursuant to §12.1 or §12.2, and the
determination of the Majority Banks shall for all purposes of this Credit
Agreement and the other Loan Documents be made without regard to such assignee
Bank's interest in any of the Loans or Reimbursement Obligations.  If
any Bank sells a participating interest in any of the Loans or Reimbursement
Obligations to a participant, and such participant is the Borrower or an
Affiliate of the Borrower, then such transferor Bank shall promptly notify the
Agent of the sale of such participation.  A transferor Bank shall have
no right to vote as a Bank hereunder or under any of the other Loan Documents
for purposes of granting consents or waivers or for purposes of agreeing to
amendments or modifications to any of the Loan Documents or for purposes of
making requests to the Agent pursuant to §12.1 or §12.2 to the extent that such
participation is beneficially owned by the Borrower or any Affiliate of the
Borrower, and the determination of the Majority Banks shall for all purposes of
this Credit Agreement and the other Loan Documents be made without regard to the
interest of such transferor Bank in the Loans or Reimbursement Obligations to
the extent of such participation.

       

      18.8.  Miscellaneous
Assignment Provisions.  Any
assigning Bank shall retain its rights to be indemnified pursuant to §15 with
respect to any claims or actions arising prior to the date of such
assignment.  If any assignee Bank is not incorporated under the laws
of the United States of America or any state thereof, it shall, prior to the
date on which any interest or fees are payable hereunder or under any of the
other Loan Documents for its account, deliver to the Borrower and the Agent
certification as to its exemption from deduction or withholding of any United
States federal income taxes.  If any Reference Bank transfers all of
its interest, rights and obligations under this Credit Agreement, the Agent
shall, in consultation with the Borrower and with the consent of the Borrower
and the Majority Banks, appoint another Bank to act as a Reference Bank
hereunder.  Anything contained in this §18 to the contrary
notwithstanding, any Bank may at any time pledge all or any portion of its
interest and rights under this Credit Agreement (including all or any portion of
its Notes) to any of the twelve Federal Reserve Banks organized under §4 of the
Federal Reserve Act, 12 U.S.C. §341.  No such pledge or the
enforcement thereof shall release the pledgor Bank from its obligations
hereunder or under any of the other Loan Documents.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -105-

       

      18.9.  Assignment
by Borrower.  The
Borrower shall not assign or transfer any of its rights or obligations under any
of the Loan Documents without the prior written consent of each of the
Banks.

       

      19.  NOTICES,
ETC.  

       

      Except as
otherwise expressly provided in this Credit Agreement, all notices and other
communications made or required to be given pursuant to this Credit Agreement or
the Notes or any Letter of Credit Applications shall be in writing and shall be
delivered in hand, mailed by United States registered or certified first class
mail, postage prepaid, sent by overnight courier, or sent by telegraph,
telecopy, facsimile or telex and confirmed by delivery via courier or postal
service, addressed as follows:

       

      (a)           if
to the Borrower, at One Technology Drive, P. O. Box 188, Rogers,
Connecticut  06263-0188, Attention: Robert M. Soffer, Vice President
and Treasurer or at such other address for notice as the Borrower shall last
have furnished in writing to the Person giving the notice;

       

      (b)           if
to the Agent, at 100 Federal Street, MA DE 10010A Boston, Massachusetts 02110,
USA, Attention: Roger C. Boucher, Director, or such other address for notice as
the Agent shall last have furnished in writing to the Person giving the notice;
and

       

      (c)           if
to any Bank, at such Bank's address set forth on Schedule1 hereto, or such
other address for notice as such Bank shall have last furnished in writing to
the Person giving the notice.

       

      Any such
notice or demand shall be deemed to have been duly given or made and to have
become effective (i) if delivered by hand, overnight courier or facsimile to a
responsible officer of the party to which it is directed, at the time of the
receipt thereof by such officer or the sending of such facsimile and (ii) if
sent by registered or certified first-class mail, postage prepaid, on the third
Business Day following the mailing thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -106-

       

      20.  GOVERNING
LAW.  

       

      THIS
CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, EACH OF
THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  EACH OF THE PARTIES AGREES
THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS
OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE
UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §19.  EACH OF
THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

       

      21.  HEADINGS.  

       

      The
captions in this Credit Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.

       

      22.  COUNTERPARTS.  

       

      This
Credit Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when
executed and delivered shall be an original, and all of which together shall
constitute one instrument.  In proving this Credit Agreement it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -107-

       

      23.  ENTIRE AGREEMENT,
ETC.  

       

      The Loan
Documents and any other documents executed in connection herewith or therewith
express the entire understanding of the parties with respect to the transactions
contemplated hereby. Neither this Credit Agreement nor any term hereof may be
changed, waived, discharged or terminated, except as provided in
§25.

       

      24.  WAIVER OF JURY
TRIAL.  

       

      The
Borrower hereby waives its right to a jury trial with respect to any action or
claim arising out of any dispute in connection with this Credit Agreement, the
Notes or any of the other Loan Documents, any rights or obligations hereunder or
thereunder or the performance of such rights and obligations.  Except
as prohibited by law, the Borrower hereby waives any right it may have to claim
or recover in any litigation referred to in the preceding sentence any special,
exemplary, punitive or consequential damages or any damages other than, or in
addition to, actual damages.  The Borrower (i) certifies that no
representative, agent or attorney of any Bank or the Agent has represented,
expressly or otherwise, that such Bank or the Agent would not, in the event of
litigation, seek to enforce the foregoing waivers and (ii) acknowledges that the
Agent and the Banks have been induced to enter into this Credit Agreement, the
other Loan Documents to which it is a party by, among other things, the waivers
and certifications contained herein.

       

      25.  CONSENTS, AMENDMENTS,
WAIVERS, ETC.  

       

      Any
consent or approval required or permitted by this Credit Agreement to be given
by the Banks may be given, and any term of this Credit Agreement, the other Loan
Documents or any other instrument related hereto or mentioned herein may be
amended, and the performance or observance by the Borrower or any of its
Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or
such other instrument or the continuance of any Default or Event of Default may
be waived (either generally or in a particular instance and either retroactively
or prospectively) with, but only with, the written consent of the Borrower and
the written consent of the Majority Banks. Notwithstanding the foregoing, the
rate of interest on the Notes (other than interest accruing pursuant to §5.11
following the effective date of any waiver by the Majority Banks of the Default
or Event of Default relating thereto) or the amount of the commitment fee or
Letter of Credit Fees may not be decreased without the written consent of each
Bank affected thereby; any guaranty of the Obligations may not be released
without the written consent of each Bank affected thereby; the amount of the
Commitments may not be increased and without the written consent of the Borrower
and of each Bank affected thereby; the Maturity Date and any required payment
dates may not be postponed without the written consent of each Bank affected
thereby; this §25 and the definition of Majority Banks may not be amended,
without the written consent of all of the Banks; and the amount of the Agent's
Fee and §14 may not be amended without the written consent of the
Agent.  No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon.  No course of
dealing or delay or omission on the part of the Agent or any Bank in exercising
any right shall operate as a waiver thereof or otherwise be prejudicial
thereto.  No notice to or demand upon the Borrower shall entitle the
Borrower to other or further notice or demand in similar or other
circumstances.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -108-

       

      26.  SEVERABILITY.  

       

      The
provisions of this Credit Agreement are severable and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Credit Agreement in any
jurisdiction.

       

      27.  REPRESENTATIONS AND
WARRANTIES OF THE BANKS AND THE AGENT.

        

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -109-

       

      Each of
the Banks and the Agent represents and warrants to the Borrower that the
execution, delivery and performance of this Credit Agreement and the other Loan
Documents to which the Agent or such Bank, as the case may be, is a party and
the transactions contemplated hereby and thereby (i) are within the authority
(corporate or otherwise) of such Person, (ii) have been duly authorized by all
necessary proceedings (corporate or otherwise), (iii) do not conflict with or
result in any breach or contravention of any provision of law, statute, rule or
regulation to which such Person is subject or any judgment, order, writ,
injunction, license or permit applicable to such Person, and (iv) do not
conflict with any provision of the charter or bylaws of, or any agreement or
other instrument binding upon, such Person.

       

       

      [remainder
of page intentionally left blank]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -110-

       

      IN WITNESS WHEREOF, the
undersigned have duly executed this Credit Agreement as a sealed instrument as
of the date first set forth above.

       

      
        	 	
                ROGERS
      CORPORATION

              
	 	 	 
	 	
                By:

              	
                /s/ Robert M.
      Soffer

              
	 	
                Name:

              	
                Robert
      M. Soffer

              
	 	
                Title:

              	
                Vice
      President and Treasurer

              
	 	 	 
	 	
                FLEET
      NATIONAL BANK,

              
	 	
                individually
      and as Agent

              
	 	 	 
	 	
                By:

              	
                /s/ Roger C.
      Boucher

              
	 	
                Name:

              	
                Roger
      C. Boucher

              
	 	
                Title:

              	
                Director

              
	 	 	 
	 	
                CITIZENS
      BANK OF CONNECTICUT

              
	 	
                By:

              	
                /s/ Patricia D. Donnelly

              
	 	
                Name:

              	
                Patricia
      D. Donnelly

              
	 	
                Title:

              	
                Vice
      President

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
1

      


      Banks; Commitments;
Commitment Percentages

      


      
        	
                 

                Bank;
      Address;

                Domestic
      Lending Office;

                Eurodollar Lending Office

              	
                 

                 

                Commitment

                Percentage

              	
                 

                 

                 

                Commitment

              
	 
      	 
      	 
      
	
                Fleet
      National Bank

                100
      Federal Street, MA DE 10010A

                Boston,
      MA  02110

                Attn:
      Roger C. Boucher

              	
                 

                60.0%

                 

              	
                 

                $45,000,000

              
	 
      	 
      	 
      
	
                Citizens
      Bank of Connecticut

                90
      State House Square

                Hartford,
      Connecticut 06103

                Attn:
      Patricia D. Donnelly

              	
                 

                40.0%

                 

              	
                 

                $30,000,000

              
	 
      	 
      	 
      
	
                TOTAL

              	
                100%

              	
                $75,000,000

              


      

      


      


      


      


      BD
Draft

      12/07/00

      


      Exhibit
A

      


      FORM
OF

      REVOLVING
CREDIT NOTE

      


      [$_____________]                                                                                                                                [Date]

       

      FOR VALUE RECEIVED, the
undersigned Rogers Corporation, a 
Massachusetts corporation (the "Borrower"), hereby promises to pay to the order
of [________________], a [_________________] (the "Bank") at the Agent's Head
Office at 100 Federal Street, Boston, Massachusetts 02110:

       

      (a)           prior
to or on the Maturity Date, the principal amount of [Insert Bank’s Commitment]
DOLLARS ($_______) or, if less, the aggregate unpaid principal amount of Loans
advanced by the Bank to the Borrower pursuant to the Multicurrency Revolving
Credit Agreement dated as of December 8, 2000 (as amended, modified,
supplemented or restated and in effect from time to time, the "Credit
Agreement"), among the Borrower, the Bank, the other lending institutions party
thereto and Fleet National Bank, as agent (the "Agent"); and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -2-

       

      (b)           interest
on the principal balance hereof from time to time outstanding, from the Closing
Date under the Credit Agreement through and including the repayment in full
hereof and termination of all commitments under the Credit Agreement, at the
times and at the rates set forth in the Credit Agreement.

       

      This
Revolving Credit Note (this "Note") evidences borrowings under and has been
issued by the Borrower in accordance with the terms of the Credit
Agreement.  The Bank and any holder hereof is entitled to the benefits
of the Credit Agreement and the other Loan Documents, and may enforce the
agreements of the Borrower contained therein, and any holder hereof may exercise
the respective remedies provided for thereby or otherwise available in respect
thereof, all in accordance with the respective terms thereof.  All
capitalized terms used in this Note and not otherwise defined herein shall have
the same meanings herein as in the Credit Agreement.

       

      The
Borrower irrevocably authorizes the Bank to make or cause to be made, at or
about the time of the Drawdown Date of any Loan or at the time of receipt of any
payment of principal of this Note, an appropriate notation on the grid attached
to this Note, or the continuation of such grid, or any other similar record,
including computer records, reflecting the making of such Loan or (as the case
may be) the receipt of such payment.  The outstanding amount of the
Loans set forth on the grid attached to this Note, or the continuation of such
grid, or any other similar record, including computer records, maintained by the
Agent with respect to any Loans shall be prima facie evidence of the
principal amount thereof owing and unpaid to the Agent, but the failure to
record, or any error in so recording, any such amount on any such grid,
continuation or other record shall not limit or otherwise affect the obligation
of the Borrower hereunder or under the Credit Agreement to make payments of
principal of and interest on this Note when due.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -3-

       

      The
Borrower has the right in certain circumstances and the obligation in certain
other circumstances to prepay the whole or part of the principal of this Note on
the terms and conditions specified in the Credit Agreement.

       

      If any one
or more of the Events of Default shall occur, the entire unpaid principal amount
of this Note and all of the unpaid interest accrued thereon may become or be
declared due and payable in the manner and with the effect provided in the
Credit Agreement.

       

      No delay
or omission on the part of the Bank or any holder hereof in exercising any right
hereunder shall operate as a waiver of such right or of any other rights of the
Bank or such holder, nor shall any delay, omission or waiver on any one occasion
be deemed a bar or waiver of the same or any other right on any further
occasion.

       

      The
Borrower and every endorser and guarantor of this Note or the obligation
represented hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note, and assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

       

      THIS
NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF
LAW).  THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §19 OF THE CREDIT
AGREEMENT.  THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH
SUIT IS BROUGHT IN AN INCONVENIENT COURT.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -4-

       

      This Note
shall be deemed to take effect as a sealed instrument under the laws of The
Commonwealth of Massachusetts.

       

      IN WITNESS WHEREOF, the
undersigned has caused this Revolving Credit Note to be signed in its corporate
name by its duly authorized officer as of the day and year first above
written.

       

      
        	 	
                ROGERS
      CORPORATION

              
	 	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	
                 

              
	 	 	
                Title:

              	
                 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	 
      	
                Amount
      of

              	
                Balance
      of

              	 
      
	 
      	
                Amount

              	
                Principal
      Paid

              	
                Principal

              	
                Notation

              
	
                Date

              	
                of
      Loan

              	
                or
      Prepaid

              	
                Unpaid

              	
                Made
      By:

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


      BD
Draft

      12/08/00

      


      
        	
                 
      

              	
                EXHIBIT
      B

              


      

      


      FORM OF LOAN
REQUEST

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -2-


      


      _____________,
200__

      


      


      


      Fleet
National Bank, as Agent

      100
Federal Street

      Boston,
Massachusetts  02110

      


      Attention:  Multinational
Division

      


      Re:           Loan Request under
Multicurrency Revolving Credit Agreement

      


      Ladies and
Gentlemen:

       

      Reference
is hereby made to that certain Multicurrency Revolving Credit Agreement, dated
as of December 8, 2000 (as the same may be amended, modified, supplemented or
restated and in effect from time to time, the "Credit Agreement"), by and among
ROGERS CORPORATION, a
Massachusetts corporation (the “Borrower”), FLEET NATIONAL BANK and the
other lending institutions which are or may become parties thereto from time to
time (collectively, the "Banks"), and FLEET NATIONAL BANK, as agent
(the "Agent") for the Banks.  Capitalized terms which are used herein
without definition and which are defined in the Credit Agreement shall have the
same meanings herein as in the Credit Agreement.

      


      Pursuant to §2.6 of the Credit
Agreement, we hereby request that a Loan consisting of [a Prime Rate Loan in the
principal amount of $__________] or [a Eurocurrency Rate Loan
in the principal amount of $__________ with an Interest Period of ______] or [a Eurocurrency Rate Loan
denominated in the optional currency of [Japanese Yen/Belgian Francs/the Euro]
in the principal amount of ________ with an interest period of _______] be made
on __________ __, 200___.  We understand that this request is
irrevocable and binding on us and obligates us to accept the requested Loan on
such date.

      


      We hereby certify (a) that we will use
the proceeds of the requested Loan in accordance with the provisions of the
Credit Agreement, and (b) that each of the conditions set forth in §11.1 of the
Credit Agreement have been satisfied.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -3-

       

      
        	 	
                Very
      truly yours,

              	 
	 	 	 	 
	 	
                ROGERS
      CORPORATION

              	 
	 	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


      

       

       

      


      


      BD
Draft

      12/07/00

      


      EXHIBIT
C

      FORM OF

      COMPLIANCE
CERTIFICATE

      


      


      ___________,
200__

      


      


      To the
Banks Party to the

        Credit
Agreement Referred to Below

      c/o Fleet
National Bank, as Agent

      100
Federal Street

      Boston,
Massachusetts 02110

      


      Attn:
Multinational Division

      


      Re:          Compliance
Certificate

      


      Ladies and
Gentlemen:

      


      Reference is made to the Multicurrency
Revolving Credit Agreement, dated as of December 8, 2000 (as amended, modified,
supplemented or restated and in effect from time to time, the "Credit
Agreement"), by and among ROGERS CORPORATION, a
Massachusetts corporation (the “Borrower”), FLEET NATIONAL BANK, a
national banking association, and the other lending institutions party thereto
from time to time (collectively, the "Banks"), and FLEET NATIONAL BANK, as agent
for the Banks (in such capacity, the "Agent").  Capitalized terms used
herein without definition that are defined in the Credit Agreement shall have
the respective meanings assigned to such terms in the Credit
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -4-

      
 

      Pursuant to §7.4 of the Credit
Agreement, a principal financial or accounting officer of the Borrower hereby
certifies to each of you as follows:  (a) the information furnished in
the calculations attached hereto was true and correct as of the last day of the
fiscal [year] [quarter] next preceding the date of this certificate; (b) as of
the date of this certificate, there exists no Event of Default or condition
which would, with either (or both) the giving of notice or the lapse of time,
result in an Event of Default; and (c) the financial statements delivered
herewith were prepared in accordance with generally accepted accounting
principles (as defined in the Credit Agreement), except, in the case of
quarterly statements, for year-end adjustments and provisions for
footnotes.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -5-

      
 

      IN WITNESS WHEREOF, the
undersigned officer has executed this Compliance Certificate as of the date
first written above.

       

      
        	 	
                ROGERS
      CORPORATION

              	 
	 	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Compliance Certificate
Worksheet

      


      


      ROGERS
CORPORATION

      


      As of
______________

      


      Section       

             
Calculation

       

      
        
          	9.1	 	Leverage Ratio.	 	 
	 	 	(four
      consecutive fiscal quarters then ended)	 	 
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  A.

                	
                  Total
      Funded Indebtedness:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                   

                	 
      	
                  (1)

                	
                  Indebtedness
      for borrowed money (including notes and bonds):

                	
                   

                	$
      
	
                   

                	 
      	
                  (2)

                	
                  plus purchase
      money Indebtedness:

                	
                   

                	
                  $

                
	
                   

                	 
      	
                  (3)

                	
                  plus
      Indebtedness with respect to Capitalized Leases: and Synthetic
      Leases

                	
                   

                	$
	
                   

                	 
      	
                  (4)

                	
                  Total:

                	
                   

                	
                  $

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  B.

                	
                  EBITDA:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                   

                	 
      	
                  (1)

                	
                  Consolidated
      Net Income:

                	
                   

                	$
	
                   

                	 
      	
                  (2)

                	
                  plus
      depreciation and amortization and similar non-cash
charges:

                	
                   

                	$
	
                   

                	 
      	
                  (3)

                	
                  plus income tax
      expense:

                	
                   

                	$
	
                   

                	 
      	
                  (4)

                	
                  plus
      Consolidated Total Interest Expense:

                	
                   

                	$
	
                   

                	 
      	
                  (5)

                	
                  minus net
      income (or deficit) of joint ventures, except to the extent actually
      received in cash:

                	
                   

                	$
	
                   

                	 
      	
                  (6)

                	
                  Total:

                	 
      	
                  $

                


           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          -2-

           

          	 
      	
                  C.

                	
                  Ratio
      of A(4) to B(6):

                	
                   

                	:
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  D.

                	
                  Maximum
      Permitted Leverage
      Ratio:                                                   
      2.00:1.00

                	 
      	 
      
	
                    

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  9.2

                	 	Interest Coverage Ratio.	 	 
	 	 	(four
      fiscal quarters then ended)	 	 
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  A.

                	
                  EBITDA
      (see 9.1(B)):

                	
                   

                	
                  $

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  B.

                	
                  Consolidated
      Total Interest Expense:

                	 
      	$
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  C.

                	
                  Ratio
      of A to B:

                	
                   

                	
                  :

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  D.

                	
                  Minimum
      Required Interest Coverage
      Ratio:                                     
      4.50:1.00

                	 
      	 
      
	
                   

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  9.3

                	
                   

                	Capital Expenditures	 
      	 
      
	
                   

                	
                   
      

                	(any
      fiscal year)	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  A.

                	
                  Capital
      Expenditures:

                	
                   

                	$
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  B.

                	
                  Maximum
      Permitted Capital Expenditures

                	 
      	 
      
	 
      	 
      	
                  ($35,000,000
      plus permitted carryover of unused
      Capital Expenses from prior year):

                	
                   

                	$
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  9.4

                	
                   

                	Consolidated Net Worth
    Minimum	 
      	 
      
	
                   

                	
                   

                	(four
      fiscal quarters then ended)	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  A.

                	
                   Consolidated
      Net Worth:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                   

                	 
      	
                  (1)

                	
                  Consolidated
      Total Assets:

                	
                    
      

                	$
	
                   

                	 
      	
                  (2)

                	
                  minus
      Consolidated Total Liabilities:

                	
                   

                	$
	
                   

                	 
      	
                  (3)

                	
                  minus
      subscriptions receivable:

                	
                   

                	$
	
                   

                	 
      	
                  (4)

                	
                  Total:

                	
                   

                	$
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  B.

                	
                  Required
      Consolidated Net Worth Minimum:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)
      $123,000,000

                	 
      	 
      
	 
      	 
      	
                  $123,000,000

                	 
      	 
      
	
                   

                	 
      	
                  (2)
      

                	
                  plus 50% of positive
      Consolidated Net Income Subsequent to July 2, 2000:

                	 
      	$ 
      
	 	 	(3)	Total
      Required:	 	$


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -3-

       

       

      BD
Draft

      12/07/00

      


      EXHIBIT D

      


      FORM OF ASSIGNMENT AND
ACCEPTANCE

       

      Dated as
of ______, 200__

       

      Reference
is made to the Multicurrency Revolving Credit Agreement, dated as of December 8,
2000 (as amended and in effect from time to time, the "Credit Agreement"), by
and among ROGERS
CORPORATION, a Massachusetts corporation (the "Borrower"), FLEET NATIONAL BANK and the
other lending institutions party thereto (collectively, the "Banks"), and FLEET NATIONAL BANK, as agent
for the Banks (in such capacity, the "Agent").  Capitalized terms used
herein without definition that are defined in the Credit Agreement shall have
the meanings assigned to such terms in the Credit Agreement.

       

      __________
(the "Assignor") and _________ (the "Assignee") hereby agree as
follows:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -4-

       

       

      28.  Assignment. Subject to the terms and
conditions of this Assignment and Acceptance, the Assignor hereby sells and
assigns to the Assignee, and the Assignee hereby purchases and assumes without
recourse to the Assignor, a $_________ interest in and to the rights, benefits,
indemnities and obligations of the Assignor under the Credit Agreement equal to
______% in respect of the Total Commitment immediately prior to the Effective
Date (as hereinafter defined).

       

       

      29.  Assignor's
Representations.
The Assignor (i) represents and warrants that (A) it is legally
authorized to enter into this Assignment and Acceptance, (B) as of the date
hereof, its Commitment is $__________, its Commitment Percentage is __________%
the Dollar Equivalent of the aggregate outstanding principal balance of its
Loans equals $___________, the aggregate amount of its Letter of Credit
Participations equals $__________ (in each case after giving effect to the
assignment contemplated hereby but without giving effect to any contemplated
assignments which have not yet become effective), and (C) immediately after
giving effect to all assignments which have not yet become effective, the
Assignor's Commitment Percentage will be sufficient to give effect to this
Assignment and Acceptance, (ii) makes no representation or warranty, express or
implied, and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or any of the other Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
thereto or the attachment, perfection or priority of any security interest or
mortgage, other than that it is the legal and beneficial owner of the interest
being assigned by it hereunder free and clear of any claim or encumbrance; (iii)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or any of its Subsidiaries or any
other Person primarily or secondarily liable in respect of any of the
Obligations, or the performance or observance by the Borrower or any of its
Subsidiaries or any other Person primarily or secondarily liable in respect of
any of the Obligations of any of its obligations under the Credit Agreement or
any of the other Loan Documents or any other instrument or document delivered or
executed pursuant thereto; and (iv) attaches hereto the Revolving Credit Note
delivered to it under the Credit Agreement.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -5-

       

       

      The
Assignor requests that the Borrower exchange the Assignor's Revolving Credit
Note for new Revolving Credit Notes payable to the Assignor and the Assignee as
follows:

      


      
        	 	
                Note
      Payable to

              	 	
                Amount
      of Revolving

              	 
	 	
                  the Order
      of:  

              	 	
                     Credit
      Note    

              	 
	 	 
      	 	 
      	 
	 	
                Assignor

              	 	
                $__________

              	 
	 	
                Assignee

              	 	
                $__________

              	 


      

      


       

        

       

      30.  Assignee's
Representations. The Assignee (i)
represents and warrants that (A) it is duly and legally authorized to enter into
this Assignment and Acceptance, (B) the execution, delivery and performance of
this Assignment and Acceptance do not conflict with any provision of law or of
the charter or by-laws of the Assignee, or of any agreement binding on the
Assignee, (C) all acts, conditions and things required to be done and performed
and to have occurred prior to the execution, delivery and performance of this
Assignment and Acceptance, and to render the same the legal, valid and binding
obligation of the Assignee, enforceable against it in accordance with its terms,
have been done and performed and have occurred in due and strict compliance with
all applicable laws; (ii) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to §7.4 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (iii) agrees that it will, independently
and without reliance upon the Assignor, the Agent or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iv) represents and warrants that it is an Eligible
Assignee; (v) appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement and the other
Loan Documents as are delegated to the Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; (vi) agrees that it will
perform in accordance with their terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Bank; and (vii)
acknowledges that it has made arrangements with the Assignor satisfactory to the
Assignee with respect to its pro rata share of Letter
of Credit Fees in respect of outstanding Letters of Credit, if any.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -6-

        

       

      31.  Effective
Date. The
effective date for this Assignment and Acceptance shall be ____ ____, 200_ (the
"Effective Date").  Following the execution of this Assignment and
Acceptance and the consent, if required, of the Borrower hereto having been
obtained, each party hereto shall deliver its duly executed counterpart hereof
to the Agent for acceptance by the Agent and recording in the Register by the
Agent.  Schedule 1 to the Credit
Agreement shall thereupon be replaced as of the Effective Date by Schedule 1 annexed
hereto.

        

       

      32.  Rights
Under Credit Agreement.
Upon such acceptance and recording, from and after the Effective Date,
(i) the Assignee shall be a party to the Credit Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of a
Bank thereunder, and (ii) the Assignor shall, with respect to that portion of
its interest under the Credit Agreement assigned hereunder, relinquish its
rights and be released from its obligations under the Credit Agreement; provided, however, that the
Assignor shall retain its rights to be indemnified pursuant to §15.2 of the
Credit Agreement with respect to any claims or actions arising prior to the
Effective Date.

        

       

      33.  Payments. Upon such acceptance of this
Assignment and Acceptance by the Agent and such recording, from and after the
Effective Date, the Agent shall make all payments in respect of the rights and
interests assigned hereby (including payments of principal, interest, fees and
other amounts) to the Assignee.  The Assignor and the Assignee shall
make any appropriate adjustments in payments for periods prior to the Effective
Date by the Agent or with respect to the making of this assignment directly
between themselves.

       

        

       

      34.  Governing
Law. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE EFFECT AS A
SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OR CHOICE OF LAWS).  THE PARTIES AGREE THAT ANY SUIT FOR
THE ENFORCEMENT OF THIS ASSIGNMENT AND ACCEPTANCE MAY BE BROUGHT IN THE COURTS
OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -7-

       

      
        THE SERVICE OF PROCESS IN ANY SUCH
SUIT BEING MADE UPON THE PARTIES BY MAIL AT THE ADDRESS SPECIFIED IN §19 OF THE
CREDIT AGREEMENT.  EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
COURT.

      

       

      35.  Counterparts. This Assignment and
Acceptance may be executed in any number of counterparts which shall together
constitute but one and the same agreement.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -8-

       

      IN WITNESS WHEREOF, intending
to be legally bound, each of the undersigned has caused this Assignment and
Acceptance to be executed on its behalf by its officer thereunto duly
authorized, as of the date first above written.

       

      [ASSIGNOR]

       

      By: _____________________________

      
        Name:

      

      
        Title:

      

       

       

      [ASSIGNEE]

       

      By: _____________________________

      
        Name:

      

      
        Title:

         

      

       

      CONSENTED
TO:

       

      FLEET
NATIONAL BANK,

       
  as Agent

       

      By: _____________________________

      Name:

      Title:

       

      ROGERS
CORPORATION

       

      
        By:
_____________________________

        
          Name:

        

        
          Title:

        

         

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        SCHEDULES AND
EXHIBITS

         

        
           

          
            
              	Schedule 1	 	Banks, Lending
      Offices, Commitments, Commitment Percentages
	Schedule 2	 	Existing Letters of
      Credit
	Schedule
6.3	 	Certain
    Assets
	Schedule
    6.4.1	 	Fiscal
  Years
	Schedule
    6.5(b)	 	Solvency
	Schedule
6.7	 	Litigation
	Schedule
    6.10	 	Taxes
	Schedule 6.15
    	 	Certain Welfare
      Plans
	Schedule 6.17
    	 	Environmental
      Matters
	Schedule
    6.18	 	Subsidiaries, Joint
      Ventures and Partnerships
	Schedule
    8.1(d)	 	Existing Indebtedness
      (Domestic)
	Schedule
    8.1(e)	 	Existing Indebtedness
      (Foreign)
	Schedule
8.2	 	Existing
    Liens
	Schedule
8.3	 	Existing
      Investments
	 	 	 
	Exhibit A	 	Form of Revolving
      Credit Note
	Exhibit B	 	Form of Loan
      Request
	Exhibit C	 	Form of Compliance
      Certificate 
	Exhibit D	 	Form of Assignment
      and Acceptance


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

        Multicurrency
Revolving Credit Agreement

        Schedule
2

        Existing
Letters of Credit

         

        FleetBoston
Financial Letter of Credit Number: CS 1034996

        Beneficiary:
Liberty Mutual Insurance Company

        
          	
                  Amount:

                	
                  $
      850,000

                


        

         

        FleetBoston
Financial Letter of Credit Number: CS 1040290

        Beneficiary:
Merix Corporation

        
          	
                  Amount:

                	
                  $
      100,000

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Multicurrency
Revolving Credit Agreement

        Schedule
6.3 

          Certain
Assets

        

         

        Nothing to disclose

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Schedule
6.4.1 - Fiscal Years

         

        Rogers
Taiwan, Inc. - the fiscal year-end of this corporation is the Sunday closest to
December 31

         

        World
Properties, Inc. - the fiscal year of this corporation terminates on the Sunday
closest to the last day of each calendar year

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Multicurrency
Revolving Credit Agreement

        Schedule
6.5(b)

        Solvency*

         

        Rogers
Export Sales Corporation

        Rogers
Japan Inc.

        Rogers L-K
Corp.

        Rogers
Southeast Asia, Inc.

        Rogers
Technologies Singapore, Inc.

         

        *Liabilities
exceed assets primarily because of intercompany accounts.

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Schedule
6.7 –
Litigation

         

        None

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Multicurrency
Revolving Credit Agreement

        Schedule
6.10

        Taxes -
Ongoing Audits

         

        None

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Multicurrency
Revolving Credit Agreement

        Schedule
6.15

        Certain
Welfare Plans

         

        Benefits That Continue
During Severance - Salaried

         

        
        

         

        
          
            	
                    Medical
      Insurance:

                  	 	
                    Physicians
      Health Services

                  
	 	 	
                    Charter/HMO 10
      Plan

                  
	 	 	
                    Charter/POS
      10 Plan

                  
	 	 	 
	 	 	
                    CIGNA
      HealthCare of CT, Inc.

                  
	 	 	
                    POS
      (DPP)

                  
	 	 	
                    Exclusive
      Provider Plan (EPP)

                  
	 	 	 
	 	 	
                    Aetna
      US HealthCare

                  
	 	 	
                    Patriot
      X/QPOS Flex Plan

                  
	 	 	 
	 	 	
                    United
      HealthCare

                  
	 	 	
                    POS

                  
	 	 	 
	 	 	
                    Intergroup

                  
	 	 	
                    Open
      Network Standard – BOBV

                  
	 	 	
                    Interflex
      (POS) – F9RC

                  
	 	 	 
	 	 	
                    CIGNA
      of Arizona, Inc.

                  
	 	 	
                    POS
      (DPP)

                  
	 	 	
                    Exclusive
      Provider Plan (EPP)

                  
	 	 	 
	 	 	
                    CIGNA
      HealthCare

                  
	 	 	
                    Preferred
      Provider Option

                  
	 	 	 
	
                    Dental
      Insurance:

                  	 	
                    Delta
      Dental Plan of New Jersey

                  
	 	 	
                    Option
      I (5715-01)

                  
	 	 	
                    Option
      II (5715-02)

                  
	 	 	 
	
                    Flexible
      Spending Accounts:

                  	 	 
	
                    Health
      Care Reimbursement

                  	 	 
	
                    Dependent
      Care Reimbursement

                  	 	
                    CIGNA
      Reimbursement Accounts

                  
	 	 	 
	
                    Group
      Term Life Insurance:

                  	 	
                    Hartford
      Life Insurance Company

                  
	 	 	 
	
                    Group
      Universal Life Insurance:

                  	 	
                    CIGNA
      Group Insurance

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            Benefits That Continue
During Retirement

             

            Salaried:

             

          

          
            	
                    Medical
      Insurance:

                  	 	
                    Early
      retirees keep one of the insurance plans listed above until age 65 at
      which time they are moved to:

                  
	 	 	 
	 	 	
                    CIGNA
      HealthCare

                  
	 	 	
                    Preferred
      Provider Option

                  
	 	 	 
	 	 	
                    CIGNA
      HealthCare

                  
	 	 	
                    POS
      (DPP)

                  
	 	 	 
	 	 	
                    Until
      they reach 70 years old. Borrower also has a
      small population of special 1990 retirees who have remained in the CIGNA
      Indemnity Plan ($100 deductible). They will remain in the plan until their
      70th
      birthday. At the
      present time, they do not make contributions to continue insurance
      coverage.

                  
	 	 	 
	
                    Medical
      Part B Reimbursement:

                  	 	
                    For
      the small group of special 1990 retirees (only), payments are made on a
      monthly basis reimbursing them for their Medicare Part B
      entitlement.

                  
	 	 	 
	
                    Union:

                  	 	 
	 	 	 
	
                    Medical
      Insurance:

                  	 	
                    Early
      Union Retirees choose to continue their medical plan until age 65. Normal
      contributions are made on a monthly basis.

                  
	 	 	 
	 	 	
                    Physicians
      Health Services

                  
	 	 	
                    Charter/Plus
      Plan (Oak and Windham)

                  
	 	 	
                    Charter/HMO
      $10 Co-Pay Plan (Maple)

                  
	 	 	 
	 	 	
                    CIGNA
      HealthCare of CT, Inc.

                  
	 	 	
                    Exclusive
      Provider Plan (EPP)

                  
	 	 	 
	 	 	
                    Aetna
      US HealthCare

                  
	 	 	
                    Patriot
      X/QPOS F Plan

                  
	 	 	 
	
                    Life
      Insurance:

                  	 	 
	
                    $2,000
      Policy

                  	 	
                    Hartford
      Life Insurance Company

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Benefits That Continue
During A Lay-Off Period -
Union

         

        
          
            	 	 	
                    Laid-off
      employees that meet certain labor contract requirements can choose to
      continue their medical benefits for a specific period of time, by paying a
      reduced premium, as outlined in their specific labor
    contract.

                  
	 	 	 
	
                    Medical
      Insurance:

                  	 	
                    Physicians
      Health Services

                    
                      Charter/Plus
      Plan (Oak and Windham)

                      
                        Charter/HMO
      $10 Co-Pay Plan (Pace)

                      

                    

                  
	 	 	
                  
	 	 	
                    CIGNA
      HealthCare of CT, Inc.

                  
	 	 	
                    Exclusive
      Provider Plan (EPP)

                  
	 	 	 
	 	 	
                    Aetna
      US HealthCare

                  
	 	 	
                    Patriot
      X/QPOS F Plan

                  
	 	 	 
	
                    Dental
      Insurance:

                  	 	
                    Delta
      Dental Plan of New
      Jersey

                  
	 	 	
                    Oak,
      Windham or Pace Plan

                  
	 	 	 
	
                    Group
      Term Life Insurance:

                  	 	
                    Hartford
      Life Insurance Company

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        Multicurrency
Revolving Credit Agreement

        Schedule
6.17

        
          Environmental
Compliance

           

          6.17(a)
Violations - Material Adverse Effect - None

           

          6.17(b)
Superfund Site Involvement

           

          
          

           

          
            
              	
                      Site
      Name

                    	 	
                      Date
      of First

                      Notice

                    	 	
                      Last

                      Action

                    	 	 	 	
                      Status

                    
	 	 	 	 	 	 	 	 	 
	
                      Chem
      Dyne Disposal

                    	 	 	 	
                      1985

                    	 	 	 	 
	
                      Corporation

                    	 	
                      3/82

                    	 	
                      1996

                    	 	 	 	 
	
                      Yaworski
      Lagoon

                    	 	
                      3/83

                    	 	 	 	 	 	Borrower has received
      an allocation of liability for these sites, which are in various phases
      of  
	
                      Cannons
      Engineering

                    	 	 	 	
                      1988

                    	 	 	 	clean up. Costs are
      being covered by its comprehensive general liability insurance
      policies.
	
                      Corporation

                    	 	
                      4/86

                    	 	 	 	 	 	 
	
                      Hassayampa
      Landfill

                    	 	
                      4/87

                    	 	
                      1994

                    	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                      Chatham
      Brothers

                    	 	 	 	 	 	 	 	 
	
                      Barrel
      Yard

                    	 	1/91	 	
                      2000

                    	 	 	 	
                      This
      site is currently undergoing active investigation/remediation and related
      costs are 

                    
	 	 	 	 	 	 	 	 	covered by Borrower's
      comprehensive general liability insurance policy.
	 	 	 	 	 	 	 	 	 
	
                      Solvent
      Recovery

                    	 	 	 	 	 	 	 	
                      The
      United States Environmental Protection Agency (EPA) and the Connecticut
      Department 

                    
	
                      Services

                    	 	
                      1/92

                    	 	
                      2000

                    	 	 	 	of Environmental
      Protection (DEP) have identified Borrower as a de minimus participant at
      these 
	
                      Old
      Southington

                    	 	 	 	 	 	 	 	sites. It is
      currently estimated that de minimus settlement costs for the Solvent
      Recovery 
	
                      Landfill

                    	 	
                      1/94

                    	 	
                      2000

                    	 	 	 	Services, Old
      Southington Landfill and Angelillo Property sites will be approximately
      $80,000, 
	
                      Angelillo
      Property

                    	 	
                      3/00

                    	 	
                      2000

                    	 	 	 	$40,000 and $5,000,
      respectively. Borrower's comprehensive general liability insurance policy
      
	 	 	 	 	 	 	 	 	will only cover the
      legal costs.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                      Omega
      Chemical Site

                    	 	
                      9/94

                    	 	
                      2000

                    	 	 	 	
                      Borrower
      recently signed de minimis settlement agreements with the EPA, which
      should 

                    
	
                      Casmalia
      Disposal

                    	 	 	 	 	 	 	 	resolve any alleged
      involvement at these sites. The costs for the de minimis settlements
      
	
                      Site.

                    	 	10/98	 	2000	 	 	 	for Omega and
      Casmalia sites were $109,000 and $43,000, respectively.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

           

          6.17(c)

           

          
            
              	
                      Description of Item

                    	 	
                      Location

                    	 	
                      Remarks

                    
	 	 	 	 	 
	
                      PCB
      Soil

                      Contamination

                    	 	
                      Woodstock,

                      Connecticut

                    	 	
                      The use of
      polychlorinated biphenyl (PCB) prior to 1972 resulted in soil
      contamination, which was discovered in 1994. The EPA, became involved when
      Borrower voluntarily notified that agency of the situation. Clean up and
      remediation was completed in 2000. The EPA filed a complaint and assessed
      a $281,400 penalty. Borrower is vigorously disputing this penalty and,
      although the EPA's Environmental Appeals Board has sided with the EPA,
      Borrower expects to file an appeal with the Federal Appeals Court. A
      reserve was established for the penalty by the
Borrower.

                    
	 	 	 	 	 
	
                      Groundwater

                      Contamination

                    	 	
                      South
      Windham,

                      Connecticut

                    	 	
                      Area
      groundwater contamination was
      discovered and allegations made that Borrower's plant was the
      source. The results of Borrower's
      investigation indicated that there was some minor localized soil
      contamination but that the groundwater contamination carne from an old,
      abandoned off-site town dump. The soil
      contamination was properly removed and disposed of off-site in 1980
      and 1981.

                    


            

          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          6.17(c)

          Rogers
Historic Site Activity

          Voluntary
Compliance

           

          
            
              	
                      Description of Item

                    	 	
                      Location

                    	 	
                      Remarks

                    
	 	 	 	 	 
	
                      Removal
      of Latex
Drying Pits

                    	 	
                      Woodstock,
Connecticut

                    	 	
                      In
      1979 and 1980 the dried latex was removed from the drying pits, and
      properly disposed of off-site. The confirmation soil testing was
      accomplished and the lagoons were filled in. The DEP was notified of
      this.

                    
	 	 	
                       

                    	 	 
	
                      Study
      of Local

                      Landfill

                    	 	
                      Woodstock,
Connecticut

                    	 	
                      In
      the mid-1980's consultants were hired to investigate the possible
      contamination of groundwater from Borrower wastes
      at the
      Woodstock, Connecticut landfill. Study confirmed that groundwater
      contamination existed, but nothing indicated that Borrower's wastes
      contributed anything above what would be expected. from general municipal
      landfilling and there were no environmental violations or fines. The
      report was submitted to the Town of Woodstock, Connecticut and the DEP;
      the matter is closed.

                    
	 	 	 	 	 
	
                      Fuel
      Oil Spill

                    	 	
                      Woodstock,
Connecticut

                    	 	
                      In
      1992 an oil tank overflowed when being filled. The spill was cleaned up in
      accordance with applicable Environmental Laws and the DEP was
      notified.

                    
	 	 	 	 	 
	
                      Removal
      of Lagoons

                    	 	
                      Rogers,
      Connecticut

                    	 	
                      In
      1979 and 1980, two lagoons were cleaned and filled M. Although the project
      is closed, future soil testing may be required by the
      DEP.

                    
	 	 	 	 	 
	
                      Overflow
      Tank

                    	 	
                      Rogers,
      Connecticut

                    	 	
                      In
      1990, an abandoned
      concrete overflow tank used
      with pre-1975 plating operations was cleaned and removed in
      accordance with
      applicable
      Environmental Laws and properly disposed of off-site. The DEP was
      notified.

                    
	 	 	 	 	 
	
                      Oil
      Spills (2)

                    	 	
                      South
      Windham,

                      Connecticut

                    	 	
                      In
      1992 an oil tank overflowed during filling in one
      instance and in another a leaking oil tank was discovered. The DEP was
      notified in both cases and the tank was cleaned and replaced in accordance
      with applicable environmental laws and properly disposed of off
      site.

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              6.17(c)

              Rogers
Historic Site Activity

              Voluntary
Compliance

            

             

            
              	
                      Description of Item

                    	 	
                      Location

                    	 	
                      Remarks

                    
	 	 	 	 	 
	
                      Phenol
      Spill

                    	 	
                      Manchester,

                      
                        Connecticut

                      

                    	 	
                      In
      1969 and 1970 a phenol bulk tank Connecticut leaked
      and spilled onto floor and parking lot. The spill was cleaned up and the
      bulk tank system was decontaminated and removed in accordance with
      applicable environmental laws and the tank system and contaminated
      materials were properly disposed of.

                    
	 	 	 	 	 
	
                      Oil
      Spill

                    	 	
                      Manchester,

                      
                        Connecticut

                      

                    	 	
                      In
      1986 the oil overflowed from the tank during filling. The DEP was notified
      and the spill was remedied in accordance with applicable environmental
      laws.

                    
	 	 	 	 	 
	
                      Solvent
      Contamination

                      of Soil

                    	 	
                      Chandler,
      Arizona

                    	 	
                      In
      1994 local testing discovered several areas of low-level soil
      contamination, from Borrower's prior operations at a plant that is now
      leased to a third party. Contamination levels do not require agency
      notification or immediate remediation.

                    
	 	 	 	 	 
	
                      Connecticut
      Voluntary


                        Remediation
      Action

                      

                    	 	
                      Rogers,
      South 

                        Windham
      and

                        Woodstock,

                        Connecticut

                      

                    	 	
                      Currently,
      the Rogers, South Windham and Woodstock, Connecticut plants have RCRA
      interim Part A permitted hazardous waste storage areas. As part of a
      required closure plan, Connecticut requires that voluntary soil and
      groundwater evaluations be done and initial reports of results have been
      submitted to the DEP. These
      facilities were properly closed pursuant to the requirements of
      RCRA prior to 1994.

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

        Multicurrency Revolving Credit Agreement

        Schedule 6.17(c)

        Summary of Environmental Agency Notices since 1995

        
        

         

        
          
            	
                    Rogers

                    Locations

                  	 	
                    Description

                    of Notice

                  	 	
                    Date

                    Notice

                    Received

                  	 	
                    Date

                    Resolved

                  	 	Remarks
	 	 	 	 	 	 	 	 	 
	
                    Chandler,

                    Arizona

                  	 	
                    Complaint
      Arizona

                    Department
      of

                    Environmental

                    Quality
      (ADEQ)

                  	 	
                    1/9/95

                  	 	
                    2/24/95

                  	 	
                    Even
      though Part B storage area had been decommissioned for over a year and a
      closure notice had been sent to the EPA, the ADEQ was not notified by the
      EPA. The ADEQ filed a complaint for not submitting previously required
      inspection reports. The situation was clarified and the complaint was
      dropped.

                  
	 	 	 	 	 	 	 	 	 
	
                    Rogers,

                    Connecticut

                  	 	
                    Notice
      of

                    Violation
      (DEP)

                  	 	 5/8/95	 	6/13/95	 	
                    Non-contact
      cooling water was discharged into sewer and was not clearly indicated on
      the permit conditions. This was corrected and no penalty was
      incurred.

                  
	 	 	 	 	 	 	 	 	 
	
                    Chandler,

                    Arizona

                  	 	
                    Notice
      of

                    Deficiency

                    (Maricopa
      County,

                    Arizona)

                  	 	12/8/95	 	2/28/96	 	
                    Documentation
      on air emission correction made. The process was corrected and no penalty
      was incurred.

                  
	 	 	 	 	 	 	 	 	 
	
                    Manchester,

                    Connecticut

                  	 	
                    Notice
      of

                    Violation
      (DEP)

                  	 	2/22/96	 	6/17/96	 	
                    The
      Notice of Violation alleged that Borrower failed to submit a compliance
      plan for air emissions by 5/1/94. Borrower was not required to submit plan
      and the Notice of Violation was rescinded.

                  
	 	 	 	 	 	 	 	 	 
	
                    Rogers,

                    Connecticut

                  	 	
                    Notice
      of

                    Violation
      (DEP)

                  	 	4/4/96	 	5/2/96	 	
                    A
      Notice of Violation was issued because the DEP did not have a discharge
      permit renewal application in their files. Borrower proved that the
      application was submitted and received on a timely basis. The Notice of
      Violation was dropped.

                  
	 	 	 	 	 	 	 	 	 
	
                    Woodstock,

                    Connecticut

                  	 	
                    Notice
      of

                    Violation
      (DEP)

                  	 	 5/30/97	 	6/97	 	
                    A
      Notice of Violation was issued alleging that 1996 monitoring results were
      not submitted to the DEP. Certified mail receipts proved that reports had
      been
      sent and the DEP received
      them. The matter was
dropped.

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            Multicurrency Revolving Credit Agreement

            Schedule 6.17(c)

            Summary of Environmental Agency Notices since 1995

             

          

          
            	
                    Rogers

                    Locations

                  	 	
                    Description

                    of Notice

                  	 	
                    Date

                    Notice

                    Received

                  	 	
                    Date

                    Resolved

                  	 	Remarks


          

           

          
            
              	
                      South

                      
                        Windham,

                        Connecticut

                      

                    	 	
                      Notice
      of

                      Violation
      (DEP)

                    	 	11/24/97	 	12/23/97	 	Stormwater
      plan was not updated
      to reflect personnel
      changes and changes in run-off location. The process was corrected and no
      penalty was incurred.
	 	 	 	 	 	 	 	 	 
	
                      Chandler,

                      Arizona

                    	 	
                      Notice
      of

                      Deficiency

                      (Maricopa
      County,

                      Arizona)

                    	 	7/28/98	 	8/13/98	 	
                      Inconsistency
      in the operations log of chemical usage was corrected and no penalty was
      incurred.

                    
	 	 	 	 	 	 	 	 	 
	
                      Manchester,

                      Connecticut

                    	 	
                      Notice
      of

                      Violation
      (DEP)

                    	 	8/28/98	 	10/22/98	 	
                      Stormwater
      plan wasn't updated to reflect personnel changes. The process was
      corrected and no penalty was incurred.

                    
	 	 	 	 	 	 	 	 	 
	
                      Chandler,

                      Arizona

                    	 	
                      Notice
      of

                      Violation
      (ADEQ)

                    	 	8/26/98	 	11/5/98	 	
                      Hazardous
      waste container had improperly affixed labels, the contingency plan was
      not updated and training records were incomplete. These items were
      corrected and no penalty was incurred.

                    
	 	 	 	 	 	 	 	 	 
	
                      Manchester,

                      Connecticut

                    	 	
                      Notice
      of

                      Violation
      (DEP)

                    	 	9/23/98	 	1/5/99	 	
                      Emergency
      Response Plan did not reflect recent changes in personnel, job titles,
      training requirements and inspection protocols. These items were corrected
      and no penalty was incurred.

                    
	 	 	 	 	 	 	 	 	 
	
                      Woodstock,

                      Connecticut

                    	 	Notice
      of 

                      Violation
      (DEP)

                    	 	12/7/98	 	12/18/98	 	
                      There
      was improper labeling of hazardous waste containers in the satellite
      accumulation area. The process was corrected and no penalty was
      incurred.

                    
	 	 	 	 	 	 	 	 	 
	
                      Manchester,

                      Connecticut

                    	 	Notice of 

                      Violation
      (DEP)

                    	 	12/7/98	 	1/5/99	 	
                      Violation
      due to overflow/spill of particulates from baghouse collectors. The
      process was corrected and no penalty was incurred.

                    
	 	 	 	 	 	 	 	 	 
	
                      Rogers,

                      Connecticut

                    	 	Notice of 

                      Violation
      (DEP)

                    	 	12/7/98	 	1/15/99	 	
                      Satellite
      hazardous waste containers were not properly sealed and several containers
      lacked date information. The process was corrected and no penalty was
      incurred.

                    


            

             

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          Multicurrency Revolving Credit Agreement

          Schedule 6.17(c)

          Summary of Environmental Agency Notices since 1995

           

          
            	
                    Rogers

                    Locations

                  	 	
                    Description

                    of Notice

                  	 	
                    Date

                    Notice

                    Received

                  	 	
                    Date

                    Resolved

                  	 	Remarks


             

            
              
                	
                        Chandler,

                        Arizona

                      	 	
                        Complaint
      Arizona

                        Department
      of

                        Environmental

                        Quality
      (ADEQ)

                      	 	1/9/95	 	2/24/95	 	Even though Part B
      storage area had been decommissioned for over a year and a closure notice
      had been sent to the EPA, the ADEQ was not notified by the EPA. The ADEQ
      filed a complaint for not submitting previously required inspection
      reports. The situation was clarified and the complaint was
    dropped.
	 	 	 	 	 	 	 	 	 
	
                        Rogers,

                        Connecticut

                      	 	Notice of 

                        Violation
      (DEP)

                      	 	5/8/95	 	6/13/95	 	Non-contact cooling
      water was discharged into sewer and was not clearly indicated on the
      permit conditions. This was corrected and no penalty was
    incurred.
	 	 	 	 	 	 	 	 	 
	
                        Chandler,

                        Arizona

                      	 	
                        Notice
      of

                        Deficiency

                        (Maricopa
      County,

                        Arizona)

                      	 	12/8/95	 	2/28/96	 	Documentation on air
      emission correction made. The process was corrected and no penalty was
      incurred.
	 	 	 	 	 	 	 	 	 
	
                        Manchester,

                        Connecticut

                      	 	Notice of 

                        Violation
      (DEP)

                      	 	2/22/96	 	6/17/96	 	The Notice of
      Violation alleged that Borrower failed to submit a compliance plan for air
      emissions by 5/1/94. Borrower was not required to submit plan and the
      Notice of Violation was rescinded.
	 	 	 	 	 	 	 	 	 
	
                        Rogers,

                        Connecticut

                      	 	Notice of 

                        Violation
      (DEP)

                      	 	4/4/96	 	5/2/96	 	A Notice of Violation
      was issued because the DEP did not have a discharge permit renewal
      application in their files. Borrower proved that the application was
      submitted and received on a timely basis. The Notice of Violation was
      dropped.
	 	 	 	 	 	 	 	 	 
	
                        Woodstock,

                        Connecticut

                      	 	Notice of 

                        Violation
      (DEP)

                      	 	5/30/97	 	6/97	 	A Notice of Violation
      was issued alleging that 1996 monitoring results were not submitted to the
      DEP. Certified mail receipts proved that reports had been sent and the DEP
      received them. The matter was dropped.


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              
                 

                Multicurrency Revolving Credit Agreement

                Schedule 6.17(c)

                Summary of Environmental Agency Notices since 1995

                 

                
                  	
                          Rogers

                          Locations

                        	 	
                          Description

                          of Notice

                        	 	
                          Date

                          Notice

                          Received

                        	 	
                          Date

                          Resolved

                        	 	Remarks


                   

                

              

              
                
                  	
                          South

                          
                            Windham,

                            Connecticut

                          

                        	 	Notice of 

                          Violation
      (DEP)

                        	 	2/8/99	 	3/5/99	 	
                          A
      Notice of Violation was issued regarding discharge of wash water to
      leaching field. The issue was resolved and no penalty was
      incurred.

                        
	 	 	 	 	 	 	 	 	 
	
                          Rogers,

                          Connecticut

                        	 	Notice of 

                          Violation
      (DEP)

                        	 	5/98	 	10/9/98	 	
                          A
      Notice of Violation was issued because the Site Pollution Prevention Plan
      was not certified by a licensed professional engineer. This was corrected
      and no penalty was incurred.

                        
	 	 	 	 	 	 	 	 	 
	
                          Rogers,

                          Connecticut

                        	 	Notice of 

                          Violation
      (DEP)

                        	 	6/15/99	 	7/14/99	 	
                          A
      Notice of Violation was issued alleging that an improper analytical method
      was used by outside testing lab and that the discharges exceeded pH
      limitations. The lab was using the correct test method but recorded the
      wrong reference number. The pH issues were due to faulty pH equipment and
      not to nature of effluent. The equipment was replaced. No penalty was
      incurred.

                        
	 	 	 	 	 	 	 	 	 
	
                          Manchester,

                          Connecticut

                        	 	Notice of 

                          Violation
      (DEP)

                        	 	10/4/99	 	10/29/99	 	
                          A
      Notice of Violation was issued to force installation of an in-line flow
      meter on discharges of non-contact cooling water to sewer. In-line flow
      meters were installed and no penalty was incurred.

                        
	 	 	 	 	 	 	 	 	 
	
                          Chandler,

                          Arizona

                        	 	
                          Notice
      of

                          Deficiency

                          (Maricopa
      County,

                          Arizona)

                        	 	7/24/00	 	8/1/00	 	
                          Maricopa
      County required additional information on chemical usage and throughput to
      the plant's thermal oxidizer. This was supplied and no penalty was
      incurred.

                        


                

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                
                  
                     

                    Multicurrency Revolving Credit Agreement

                    Schedule 6.17(c)

                    Summary of Environmental Agency Notices since 1995

                     

                    
                      	
                              Rogers

                              Locations

                            	 	
                              Description

                              of Notice

                            	 	
                              Date

                              Notice

                              Received

                            	 	
                              Date

                              Resolved

                            	 	Remarks


                       

                    

                  

                

                
                  	
                          Chandler,

                          
                            Arizona

                          

                        	 	
                          Voluntary

                          Submission of

                          Possible TSCA

                          Violation

                        	 	11/3/00	 	11/25/00	 	
                          Discovery
      that one constituent of a product imported from Japan was not on public
      TSCA listing prompted a notice to the EPA of a probable violation with
      imports over past several years. It was determined that the item was
      listed on a confidential listing and consequently it is unlikely a TSCA
      violation occurred; Borrower does not yet have written EPA concurrence
      with that opinion. Borrower has resumed importation of the material with
      EPA's
agreement.

                        


                

              

            

          

        

         

        
          


           

          
            	
                  	
                    NOTE:

                  	
                    The
      disclosure of information on any part of
      this Schedule 6.17 is deemed to be disclosure of such information on all
      other relevant portions of this
schedule.

                  


          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Muticurrency
Revolving Credit Agreement

        Schedule
6.18

        Subsidiaries,
Joint Ventures and Partnerships

         

        SUBSIDIARIES -
Jurisdiction of Incorporation or Organization

        Rogers
Circuit Materials Incorporated - Delaware

        Rogers
Export Sales Corporation - Barbados

        Rogers
GmbH - Germany

        Rogers
Induflex N.V. - Belgium

        Rogers
Japan Inc. - Delaware

        Rogers
Korea, Inc. - Delaware

        Rogers L-K
Corp. - Delaware

        Rogers
N.V. - Belgium

        Rogers
S.A. - France

        Rogers
Southeast Asia, Inc. - Delaware

        Rogers
Specialty Materials Corporation - Delaware

        Rogers
Taiwan, Inc. - Delaware

        Rogers
Technologies Singapore, Inc. - Delaware

        Rogers
(UK) LTD. - England

        TL
Properties, Inc. - Arizona

        World
Properties, Inc. Illinois

         

        Each
Subsidiary is 100% owned by Rogers Corporation directly or indirectly except in
certain subsidiaries a small number of stock shares are held by third parties to
comply with the requirements of foreign jurisdictions.

         

        JOINT
VENTURES

        Rogers
Inoac Corporation (a)

        Durel
Corporation (a)

        Polyimide
Laminate Systems LLC (b)

        Rogers
Chang Chun Technology Co., Ltd. (c)

         

        
          	
                  (a)  

                	Ownership interest is through Rogers Corporation (approximately 50%
      ownership).


        

        
          	
                  (b)  

                	
                  Ownership
      interest is through Rogers Specialty Materials Corporation (approximately
      50% ownership).

                


        

        
          	
                  (c)  

                	
                  Ownership
      is through Rogers Circuit Materials Incorporated (approximately 50%
      ownership).

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Multicurrency
Revolving Credit Agreement

        Schedule
8.1(d)

        Existing
Indebtedness

        (rounded
to the nearest thousand)

         

        
          
            	
                    Life
      Insurance Policy Loan Balances

                  	 	$	2,934,000	 
	 	 	 	 	 
	
                    Durel
      Loan Guarantee - Total

                  	 	 	 	 
	
                    (current
      & long-term)

                  	 	$	4,346,000	 
	 	 	 	 	 
	
                    Rogers
      promissory notes to

                  	 	 	 	 
	
                    World
      Properties

                  	 	$	3,999,000	 
	 	 	 	 	 
	
                    Mektron
      Pension Guarantee

                  	 	
                    BEF
      1,447,000

                  	 


          

        

         

        
          


          Plus any
other items on Schedule 8.3 - Existing Investments - that are also defined as
Indebtedness.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        Multicurrency
Revolving Credit Agreement

        Schedule
8.1(e)

        Existing
Foreign Subsidiary Indebtedness

         

        
          	
                	 	 	 	 
	
                  Rogers
      Induflex N.V. short-term bank loan

                	 	
                  BEF
      18,000,000.00

                	 


           

        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          SCHEDULE
8.2 

           

          Existing
Liens

           

          1.
UCC Liens

           

          
            	
                    Place
      of Filing

                  	
                    Year

                  	
                    File
      #

                  	
                    Debtor/Lessee

                  	
                    File

                    Date

                  	
                    Secured
      Party/Lessor

                  
	 	 	 	 	 	 
	
                    Connecticut

                  	
                    91

                  	
                    0000924499

                  	
                    Rogers
      Corporation,

                  	
                    5/15/91

                  	
                    Sonics
      & Materials, Inc.

                  
	
                    Secretary
      of

                  	 
      	 
      	
                    Debtor

                  	 
      	
                    Kenosia
      Ave.

                  
	
                    State

                  	 
      	 
      	
                    1
      Technology Drive

                    Rogers,
      CT 06263

                  	 
      	
                    Danbury, CT 06810

                  
	 	 	 	 	 	 
	 
      	
                    93

                  	
                    0001030599

                  	
                    Rogers
      Corporation, Lessee

                    1
      Technology Drive

                    Rogers,
      CT 06263

                  	
                    10/5/93

                  	
                    Lease
      Partners Corp.

                    111
      Anza Blvd., Suite 200

                    Burlingame,
      CA 94010

                  
	 	 	 	 	 	 
	 
      	
                    95

                  	
                    0001635246

                  	
                    Rogers
      Corporation, Lessee

                    730
      Windham Road, Rt. 32

                    South Windham, CT 06266

                  	
                    7/27/95

                  	
                    Liquid
      Carbonic Industries

                    Corp.

                    1280
      Wall Street West

                    Lyndhurst,
      NJ 07071

                  
	 	 	 	 	 	 
	 
      	
                    97

                  	
                    0001812640

                  	
                    Rogers
      Corporation, Debtor

                    1
      Technology
      Drive

                    Rogers,
      CT 06263

                  	
                    11/5/97

                  	
                    ICI
      Fluoropolymers

                    Betsy
      Jebb

                    Concord
      Plaza-McKean 1st

                  
	 
      	 
      	 
      	 
      	 
      	
                    P.O.
      Box 15391

                    Wilmington,
      DE 19850-5391

                  
	 	 	 	 	 	 
	 
      	
                    98

                  	
                    0001878046

                  	
                    Rogers
      Corporation, Lessee

                    1
      Technology Drive

                    Rogers,
      CT 06263

                  	
                    4/14/98

                  	
                    IBM
      Credit Corporation

                    1133
      Westchester Ave.

                    White
      Plains, NY 10604

                  
	 	 	 	 	 	 
	 
      	
                    98

                  	
                    0001878046

                  	
                    Rogers
      Corporation,
      Debtor

                    1
      Technology
      Drive

                    Rogers, CT 06263

                  	
                    9/2/98

                  	
                    Mitel
      Capital Corporation

                    75
      Second Ave., Suite 200

                    Needham
      Heights, MA 02194

                  
	 	 	 	 	 	 
	 
      	
                    99

                  	
                    0001909063

                  	
                    Rogers
      Corporation,
      Lessee

                    1
      Technology Drive

                  	
                    3/2/99

                  	
                    IBM
      Credit Corporation

                    1
      North Castle Drive

                  
	 
      	 
      	 
      	
                    Rogers,
      CT 06263

                  	 
      	
                    Armonk,
      NY 10504-2575

                  
	 	 	 	 	 	 
	
                    Arizona

                  	
                    98

                  	
                    01034595

                  	
                    Rogers
      Corporation

                  	
                    9/22/98

                  	
                    Mitel
      Capital Corporation

                  
	
                    Secretary
      of

                  	 
      	 
      	
                    100
      South Roosevelt Ave.

                  	 
      	
                    75
      Second Ave., Suite #200

                  
	
                    State

                  	 
      	 
      	
                    Chandler,
      AZ 85228

                  	 
      	
                    Needham
      Heights, MA 02194

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          2. Mechanic's
Lien

           

          J.B.
Enterprises, claimant vs. Ad Flex Solutions, original contractor, and Rogers
Corporation; Ad Flex Solutions, owner, lessor and lessee - $115,200 - filed
5/31/95.

           

          This lien
is the result of concrete work and related materials and labor furnished by the
claimant J.B. Enterprises in connection with the structures, casements, common
areas, rights of way and improvements on the lease hold interests of Ad Flex
Solutions. Ad Flex Solutions was a tenant of a building owned by TL Properties,
a subsidiary of Rogers Corporation.

           

          Rogers
Corporation attempted to locate the claimant, J.B. Enterprises, through various
sources to determine the status of this lien, but it was not
successful.

           

          3. Judgment
Lien

           

          USA, et al
v. Alcatel Network, et al.

           

          The
Judgment Lien involves the Hassayampa Landfill Superfund Site, in which Rogers
Corporation was a Potentially Responsible Party.

           

          A Motion
to Enter Consent Decree was lodged in the Arizona Federal District Court on
September 24, 1994. Rogers Corporation, as a signatory to the Consent Decree
made a monetary contribution of $29,468.88 to the Hassayampa Steering Committee
to obtain contribution protection and covenant-not-­to-sue protection from
the Environmental Protection Agency.

           

          4. Intellectual
Property Liens

           

          In April
of 1993, Rogers Corporation and Fleet Bank, National Association, entered into a
Commercial Revolving and Term Loan and Security Agreement. Fleet Bank, National
Association and State Street Bank and Trust Company of Connecticut, National
Association took a security interest in the intellectual property of Rogers
Corporation. In 1993, Fleet Bank and State Street released a portion of the
intellectual property from the lien, In 1994, Fleet Bank and State Street
released the balance of the intellectual property from the lien. The United
States Patent and Trademark Office never recorded the above-referenced releases.
Confirmatory releases were sent to Fleet Bank and State Street on October 23,
2000. The confirmatory releases have been executed by the appropriate officer at
each bank and forwarded to Rogers Corporation's intellectual property attorneys,
Cantor Colburn LLP in Bloomfield, Connecticut. Cantor Colburn forwarded the
confirmatory releases to the United States Patent and Trademark Office and the
confirmatory releases were filed on November 14, 2000. According to Bud
Bedingfield, Esquire, at Cantor Colburn, the Patent and Trademark Offices takes
between two and three months to record the confirmatory releases and assign the
releases a reel and frame number. Upon the recordation of the releases, the
effective date of such release shall go back to 1993 and 1994. Until such time,
the intellectual property of Rogers Corporation will continue to show a lien
filed against it.

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

             

          

          
            	
                    Multicurrency
      Revolving Credit Agreement

                    Schedule
      8.3

                    Existing
      Investments

                    (rounded
      to the nearest thousand unless the actual

                    amount
      is less than 1,000)

                     

                     

                    As
      of November 26, 2000 (unless otherwise stated)

                  	 	 	 
	 	 	 	 
	Short-Term
      Cash Investments:	 	 	 
	
                    Rogers
      Corporation

                  	 	$	10,100,000	 
	
                    Rogers
      N.V.

                  	 	 	689,000	 
	 	 	 	 	 
	
                    Loans
      and Advances to Individuals

                  	 	 	193,000	 
	 	 	 	 	 
	Joint
      Ventures:	 	 	 	 
	
                    Durel
      Corporation

                  	 	 	2,208,000	 
	
                    Rogers
      loan to Durel (as of 12/7/00)

                  	 	 	6,500,000	 
	
                    Rogers
      INOAC Corporation

                  	 	 	5,404,000	 
	
                    Polyimide
      Laminate Systems LLC

                  	 	 	50,000	 
	
                    Rogers
      Chang Chun Technology Co., Ltd.

                  	 	 	2,395,000	 
	 	 	 	 	 
	Domestic
      Subsidiaries	 	 	 	 
	
                    Rogers L-K Corp.

                  	 	 	2,437,000	 
	
                    Rogers
      Export Sales Corporation

                  	 	 	100	 
	
                    TL
      Properties, Inc.

                  	 	 	1,000	 
	
                    World
      Properties, Inc.

                  	 	 	103,000	 
	
                    Rogers
      Specialty Materials Corporation

                  	 	 	1,000	 
	
                    Rogers
      Japan Inc.

                  	 	 	1,000,000	 
	
                    Rogers
      Southeast Asia, Inc.

                  	 	 	100	 
	
                    Rogers
      Taiwan, Inc.

                  	 	 	100	 
	
                    Rogers
      Korea, Inc.

                  	 	 	1,000	 
	
                    Rogers
      Technologies Singapore, Inc.

                  	 	 	1,000	 
	
                    Rogers
      Circuit Materials Incorporated

                  	 	 	1,000	 
	 	 	 	 	 
	Foreign
      Subsidiaries	 	 	 	 
	
                    Rogers
      N.V.

                  	 	 	480,000	 
	
                    Rogers
      S.A.

                  	 	 	(152,000	)
	
                    Rogers
      (UK) LTD.

                  	 	 	(186,000	)
	
                    Rogers
      GmbH

                  	 	 	(175,000	)
	
                    Rogers
      Induflex N.V.

                  	 	 	5,183,000	 
	 	 	 	 	 
	
                    Rogers
      promissory note to World Properties

                  	 	 	3,999,000	 
	
                    Durel
      Loan Guaranty - Total (current and long-term)

                  	 	 	4,346,000	 
	
                    Sale
      of Equipment to distributor (Anderson and Vreeland,

                    Australia)
      - amount owed Rogers

                  	 	 	17,000	 


          

          


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          Plus any
other items listed on Schedule 8.1(d) - Existing Indebtedness that are also
defined as Investments.