ex10-n





EXHIBIT 10(n)












$1,500,000,000




364-DAY

SECOND AMENDED AND RESTATED

COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY




among




DELPHI AUTOMOTIVE SYSTEMS CORPORATION,




The Several Lenders

from Time to Time Parties Hereto




BANK OF AMERICA, NATIONAL ASSOCIATION,

BANK ONE, N.A., BARCLAYS BANK PLC,

CITIBANK, N.A., DEUTSCHE BANK AG NEW YORK BRANCH,

and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

as Syndication Agents




and




THE CHASE MANHATTAN BANK,

as Administrative Agent




Dated as of June 23, 2000








CHASE SECURITIES INC.,

as Lead Arranger and Book Manager














 














TABLE OF CONTENTS




	 	 	 	 	 	 	 
					Page
					

	SECTION 1.		
DEFINITIONS
			1	
	
	
	
	

	1.1		
Defined Terms
			1	
	
	
	
	

	1.2		
Other Definitional Provisions
			12	
	
	
	
	

	SECTION 2.		
AMOUNT AND TERMS OF THE FACILITIES
			12	
	
	
	
	

	2.1		
Revolving Credit Commitments
			12	
	
	
	
	

	2.2		
Procedure for Revolving Credit Borrowing
			13	
	
	
	
	

	2.3		
Competitive Borrowings
			13	
	
	
	
	

	2.4		
Termination or Reduction of Commitments
			16	
	
	
	
	

	2.5		
Prepayments
			17	
	
	
	
	

	2.6		
Conversion and Continuation Options
			17	
	
	
	
	

	2.7		
Minimum Amounts of Eurodollar Borrowings
			17	
	
	
	
	

	2.8		
Repayment of Loans; Evidence of Debt
			18	
	
	
	
	

	2.9		
Interest Rates and Payment Dates
			18	
	
	
	
	

	2.10		
Facility Fee
			20	
	
	
	
	

	2.11		
Computation of Interest and Fees
			20	
	
	
	
	

	2.12		
Inability to Determine Interest Rate
			20	
	
	
	
	

	2.13		
Pro Rata Treatment and Payments
			21	
	
	
	
	

	2.14		
Illegality
			22	
	
	
	
	

	2.15		
Increased Costs
			22	
	
	
	
	

	2.16		
Taxes
			23	
	
	
	
	

	2.17		
Indemnity
			25	
	
	
	
	

	2.18		
Notice of Amounts Payable; Relocation of Lending Office;
Mandatory Assignment
			25	
	
	
	
	

	2.19		
Commitment Increases
			26	
	
	
	
	

	SECTION 3.		
REPRESENTATIONS AND WARRANTIES
			28	
	
	
	
	

	3.1		
Financial Condition
			28	
	
	
	
	

	3.2		
Corporate Existence; Compliance with Law
			28	
	
	
	
	

	3.3		
Corporate Power; Authorization; Enforceable Obligations
			28	
	
	
	
	

	3.4		
No Legal Bar; No Default
			29	
	
	
	
	

	3.5		
No Material Litigation
			29	
	
	
	
	

	3.6		
Federal Regulations
			29	
	
	
	
	

	3.7		
Investment Company Act
			29	
	
	
	
	

	3.8		
ERISA
			29	
	
	
	
	

	3.9		
No Material Misstatements
			29	
	
	
	
	

	3.10		
Environmental Matters
			30	
	
	
	
	

	3.11		
Subsidiaries
			30	
	
	
	
	

	3.12		
Purpose of Loans
			30	
	
	
	
	

	SECTION 4.		
CONDITIONS PRECEDENT
			30	
	
	
	
	

	4.1		
Conditions to Initial Loans
			30	
	
	
	
	

	4.2		
Conditions to Each Loan
			31	
	
	
	
	

	SECTION 5.		
AFFIRMATIVE COVENANTS
			32	
	
	
	
	

	5.1		
Financial Statements
			32	



–i–








	 	 	 	 	 	 	 
					Page
					

	5.2		
Certificates; Other Information
			32	
	
	
	
	

	5.3		
Notices
			33	
	
	
	
	

	5.4		
Conduct of Business and Maintenance of Existence
			33	
	
	
	
	

	5.5		
Books and Records
			33	
	
	
	
	

	5.6		
Environmental Laws
			33	
	
	
	
	

	SECTION 6.		
NEGATIVE COVENANTS
			34	
	
	
	
	

	6.1		
Consolidated Leverage Ratio
			34	
	
	
	
	

	6.2		
Indebtedness
			34	
	
	
	
	

	6.3		
Liens
			34	
	
	
	
	

	6.4		
Sale-Leasebacks
			34	
	
	
	
	

	6.5		
Merger, Consolidation, etc.
			35	
	
	
	
	

	SECTION 7.		
EVENTS OF DEFAULT
			35	
	
	
	
	

	SECTION 8.		
THE ADMINISTRATIVE AGENT
			37	
	
	
	
	

	8.1		
Appointment
			37	
	
	
	
	

	8.2		
Delegation of Duties
			37	
	
	
	
	

	8.3		
Exculpatory Provisions
			37	
	
	
	
	

	8.4		
Reliance by Administrative Agent
			38	
	
	
	
	

	8.5		
Notice of Default
			38	
	
	
	
	

	8.6		
Non-Reliance on Administrative Agent and Other Lenders
			39	
	
	
	
	

	8.7		
Indemnification
			39	
	
	
	
	

	8.8		
Administrative Agent in Its Individual Capacity
			40	
	
	
	
	

	8.9		
Successor Administrative Agent
			40	
	
	
	
	

	8.10		
Syndication Agents and Documentation Agent
			40	
	
	
	
	

	SECTION 9.		
MISCELLANEOUS
			40	
	
	
	
	

	9.1		
Amendments and Waivers
			40	
	
	
	
	

	9.2		
Notices
			41	
	
	
	
	

	9.3		
No Waiver; Cumulative Remedies
			42	
	
	
	
	

	9.4		
Survival of Representations and Warranties
			42	
	
	
	
	

	9.5		
Payment of Expenses and Taxes
			42	
	
	
	
	

	9.6		
Successors and Assigns; Participations and Assignments
			43	
	
	
	
	

	9.7		
Adjustments
			45	
	
	
	
	

	9.8		
Counterparts
			45	
	
	
	
	

	9.9		
Severability
			46	
	
	
	
	

	9.10		
GOVERNING LAW
			47	
	
	
	
	

	9.11		
WAIVERS OF JURY TRIAL
			47	
	
	
	
	

	9.12		
Confidentiality
			48	



–ii–








	 	 	 
	SCHEDULES
	
	
	
	

	I		
Commitments; Competitive Bid Lenders
	
	
	
	

	II		
Addresses for Notices
	
	
	
	

	3.11		
Subsidiaries
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	EXHIBITS
	
	
	
	

	A		
Competitive Bid Request
	
	
	
	

	B		
Invitation for Competitive Bids
	
	
	
	

	C		
Competitive Bid
	
	
	
	

	D		
Competitive Bid Accept/Reject Letter
	
	
	
	

	E		
Assignment and Acceptance
	
	
	
	

	F-1		
Opinion of Drinker Biddle & Reath LLP, counsel for the Borrower
	
	
	
	

	F-2		
Opinion of Simpson Thacher & Bartlett
	
	
	
	

	G		
Promissory Note for Revolving Credit Loans
	
	
	
	

	H		
Commitment Increase Supplement
	
	
	
	

	I		
Additional Lender Supplement



–iii–









SECOND AMENDED AND RESTATED COMPETITIVE ADVANCE AND



REVOLVING CREDIT FACILITY, dated as of June 23, 2000 (amending and restating the
Amended and Restated Competitive Advance and Revolving Credit Facility dated as of
January 3, 2000, which in turn amended and restated the Competitive Advance and Revolving
Credit Facility dated as of January 4, 1999), among DELPHI AUTOMOTIVE SYSTEMS
CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other
financial institutions from time to time parties to this Agreement (the “Lenders”), BANK OF
AMERICA, NATIONAL ASSOCIATION, BANK ONE, N.A., BARCLAYS BANK PLC,
CITIBANK, N.A., DEUTSCHE BANK AG NEW YORK BRANCH and DRESDNER BANK
AG, NEW YORK AND GRAND CAYMAN BRANCHES, as syndication agents (collectively,
the “Syndication Agents”), and THE CHASE MANHATTAN BANK, as administrative agent for
the Lenders hereunder (in such capacity, the “Administrative Agent”).



		
	 	      The parties hereto hereby agree as follows:




SECTION 1. DEFINITIONS



             1.1 Defined Terms. As used in this Agreement, the following terms shall have
the following meanings:



		
	 	      “ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next
1/100 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%. If for any reason the
Administrative Agent shall have determined (which determination shall be conclusive
absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for
any reason, the ABR shall be determined without regard to clause (b) of the first sentence
of this definition until the circumstances giving rise to such inability no longer exist. Any
change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective as of the opening of business on the effective day of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.




		
	 	      “ABR Loans”: Loans the rate of interest applicable to which is based upon the
ABR.




		
	 	      “Additional Lender”: as defined in subsection 2.19(b).
	 
	 	      “Additional Lender Supplement”: as defined in subsection 2.19(b).
	 
	 	      “Aggregate Commitment”: the aggregate amount of the Lenders’ Commitments.




		
	 	      “Agreement”: this Agreement, as amended, supplemented or otherwise modified
from time to time.




		
	 	      “Applicable Margin”: as defined in subsection 2.9(e).



 









		
	 	      “Assignee”: as defined in subsection 9.6(c).




		
	 	      “Available Commitment”: as to any Lender at any time, the excess, if any, of such
Lender’s Commitment over such Lender’s Revolving Credit Loans.




		
	 	      “Board”: the Board of Governors of the Federal Reserve System of the United
States (or any successor).




		
	 	      “Borrowing”: a group of Loans of a single Type made by the Lenders (or, in the
case of a Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have
been accepted pursuant to subsection 2.3) on a single date and as to which a single
Interest Period is in effect.




		
	 	      “Business Day”: a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close; provided
that when used in connection with a Eurodollar Loan, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in dollar deposits in the
London interbank market.




		
	 	      “Chase”: The Chase Manhattan Bank.




		
	 	      “Closing Date”: the date hereof, provided that each of the conditions precedent
set forth in subsection 4.1 shall have been satisfied.




		
	 	      “Code”: the Internal Revenue Code of 1986, as amended from time to time.




		
	 	      “Commitment”: as to any Lender, the obligation of such Lender to make
Revolving Credit Loans to the Borrower hereunder in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule I, as such amount may be increased or reduced from time to time in
accordance with the provisions of this Agreement.




		
	 	      “Commitment Increase Supplement”: as defined in subsection 2.19(b).




		
	 	      “Commitment Percentage”: as to any Lender at any time, the percentage which
such Lender’s Commitment then constitutes of the aggregate Commitments (or, at any
time after the Commitments shall have expired or terminated, the percentage which the
aggregate principal amount of such Lender’s Loans then outstanding constitutes of the
aggregate principal amount of the Loans then outstanding).




		
	 	      “Commitment Period”: the period from and including the date hereof to but not
including the Termination Date or such earlier date on which the Commitments shall
terminate as provided herein.




2











		
	 	      “Competitive Bid”: an offer by a Lender to make a Competitive Loan pursuant to
subsection 2.3.




		
	 	      “Competitive Bid Accept/Reject Letter”: a notification made by the Borrower
pursuant to subsection 2.3(f) in the form of Exhibit D.




		
	 	      “Competitive Bid Lenders”: the Lenders specified on Schedule I, as such
Schedule is modified from time to time to add additional Competitive Bid Lenders with
the consent of the Borrower, as being “Competitive Bid Lenders.”




		
	 	      “Competitive Bid Rate”: as to any Competitive Bid made by a Lender pursuant to
subsection 2.3, (i) in the case of a Eurodollar Competitive Loan, the Eurodollar Rate plus
(or minus) the Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of interest
offered by the Lender making such Competitive Bid.




		
	 	      “Competitive Bid Request”: a request made pursuant to subsection 2.3(b) in the
form of Exhibit A.




		
	 	      “Competitive Borrowing”: a Borrowing consisting of a Competitive Loan or
concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for
such Borrowing have been accepted by a Borrower under the bidding procedure described
in subsection 2.3.




		
	 	      “Competitive Loan”: a Loan (which shall be a Eurodollar Competitive Loan or a
Fixed Rate Loan) made by a Lender pursuant to the bidding procedure described in
subsection 2.3.




		
	 	      “Confidential Information Memorandum”: the Confidential Information
Memorandum dated May 2000 and furnished to the Lenders.




		
	 	      “Consolidated EBITDA”: for any period, Consolidated Net Income for such
period plus, without duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (a) income tax expense, (b)
interest expense (other than interest expense or discount during such period attributable to
Permitted Receivables Financing with an aggregate principal amount not in excess of
$1,500,000,000), (c) amortization or writeoff of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness
(including the Loans), (d) depreciation and amortization expense, (e) amortization of
intangibles (including, but not limited to, goodwill) and organization costs and (f) any
extraordinary, unusual or non-recurring non-cash expenses or losses, and minus, to the
extent included in the statement of such Consolidated Net Income for such period, the
sum of (a) interest income and (b) any extraordinary, unusual or non-recurring income or
gains, all as determined on a consolidated basis. For the purposes of calculating
Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a
“Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio, if



3











		
	 	      during such Reference Period the Borrower or any Subsidiary shall have made a Material
Acquisition, Consolidated EBITDA for such Reference Period may, at the option of the
Borrower, be calculated after giving pro forma effect thereto as if such Material
Acquisition occurred on the first day of such Reference Period. As used in this
paragraph, “Material Acquisition” means any acquisition of property or series of related
acquisitions of property that involves the payment of consideration (including, without
limitation, the assumption of debt) by the Borrower and its Subsidiaries in excess of
$10,000,000.




		
	 	      “Consolidated Leverage Ratio”: as at the end of any fiscal quarter, the ratio of (a)
Consolidated Total Debt on such day (other than any Permitted Receivables Financing
outstanding on such date in an aggregate principal amount not to exceed $1,500,000,000
and any other Non-Recourse Debt not related to accounts receivable of the Borrower or
any of its Subsidiaries) to (b) Consolidated EBITDA for the four fiscal quarter period
ending on such day.




		
	 	      “Consolidated Net Income”: for any period, the consolidated net income (or loss)
of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP.




		
	 	      “Consolidated
Total Assets”: at any date, all amounts that would, in conformity
with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a
consolidated balance sheet of the Borrower and its Subsidiaries at such date.




		
	 	      “Consolidated Total Debt”: at any date and without duplication, (i) the aggregate
principal amount of (i) all Indebtedness of the Borrower and its Subsidiaries on a
consolidated basis and (ii) all guarantees by the Borrower or any of its Subsidiaries of
Indebtedness on a consolidated basis of any other Person (other than the Borrower or a
Subsidiary) at such date.




		
	 	      “Contractual Obligation”: as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such
Person is a party or by which it or any of its property is bound.




		
	 	      “Default”: any of the events specified in Section 7, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other condition, has
been satisfied.




		
	 	      “Dollars” and “$”: dollars in lawful currency of the United States of America.




		
	 	      “ERISA”: the Employee Retirement Income Security Act of 1974, as amended
from time to time.




		
	 	      “Environmental Laws” means all laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued,



4











		
	 	promulgated or entered into by any Governmental Authority, relating to the environment,
preservation or reclamation of natural resources, the management, release or threatened
release of any Hazardous Material or to health and safety matters relating to the
environment.




		
	 	      “Environmental Liability” means any liability, contingent or otherwise (including
any liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to
any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the foregoing.




		
	 	      “Eurocurrency Liabilities”: for any day, the aggregate (without duplication) of the
maximum rates (expressed as a decimal fraction) of reserve requirements in effect on
such day (including, without limitation, basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority having
jurisdiction with respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D
of the Board) maintained by a member bank of the Federal Reserve System.




		
	 	      “Eurodollar Borrowing”: a Borrowing comprised of Eurodollar Loans.




		
	 	      “Eurodollar Competitive Loan”: any Competitive Loan bearing interest at a rate
determined by reference to the Eurodollar Rate.




		
	 	      “Eurodollar Loan”: any Eurodollar Competitive Loan or Eurodollar Revolving
Credit Loan.




		
	 	      “Eurodollar Rate”: with respect to each day during each Interest Period pertaining
to a Eurodollar Loan, the rate of interest determined on the basis of the rate for deposits in
Dollars for a period equal to such Interest Period commencing on the first day of such
Interest Period appearing on Page 3750 of the Dow Jones Markets Page as of 11:00 A.M.,
London time, two Business Days prior to the beginning of such Interest Period. In the
event that such rate does not appear on Page 3750 of the Dow Jones Markets Page (or
otherwise on such service), the “Eurodollar Rate” shall be determined by reference to
such other publicly available service for displaying eurodollar rates as may be agreed
upon by the Administrative Agent and the Borrower or, in the absence of such agreement,
the “Eurodollar Rate” shall instead be the rate per annum equal to the average (rounded
upward to the nearest 1/100th of 1%) of the respective rates notified to the Administrative
Agent by each of the Reference Lenders as the rate at which such Reference Lender is
offered Dollar deposits at or about 10:00 A.M., New York City time, two Business Days
prior to the beginning of such Interest Period in the interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of its Eurodollar



5











		
	 	Loans are then being conducted 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 its
Eurodollar Loan to be outstanding during such Interest Period.




		
	 	      “Eurodollar Reserve Rate”: with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance
with the following formula (rounded upward to the nearest 1/100th of 1%):




Eurodollar Rate



1.00 — Eurocurrency Liabilities




		
	 	      “Eurodollar Revolving Credit Loan”: any Revolving Credit Loan bearing interest
at a rate determined by reference to the Eurodollar Rate.




		
	 	      “Event of Default”: any of the events specified in Section 7; provided that any
requirement for the giving of notice, the lapse of time, or both, or any other condition, has
been satisfied.




		
	 	      “Federal Funds Effective Rate” shall mean, for any day, 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 on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day of such rates on
such transactions received by the Administrative Agent from three federal funds brokers
of recognized standing selected by it.




		
	 	      “Financial Officer”: with respect to any Person, the chief financial officer,
principal accounting officer, a financial vice president, treasurer or assistant treasurer of
such Person.




		
	 	      “Fixed Rate Borrowing”: a Borrowing comprised of Fixed Rate Loans.




		
	 	      “Fixed Rate Loan”: any Competitive Loan bearing interest at a fixed percentage
rate per annum specified by the Lender making such Loan in its Competitive Bid.




		
	 	      “GAAP”: generally accepted accounting principles in the United States of
America as in effect from time to time and as applied by the Borrower in the preparation
of its most recent financial statements delivered pursuant to subsection 3.1(b); provided
that, if the Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent notifies the Borrower that the Majority Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and applied



6











		
	 	immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.




		
	 	      “Governmental Authority”: any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of government.




		
	 	      “Hazardous Materials” means all explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of
any nature regulated pursuant to any Environmental Law.




		
	 	      “Increasing Lender”: as defined in subsection 2.19(b).




		
	 	      “Indebtedness”: of any Person at any date, the amount outstanding on such date
under notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed (including, without limitation, indebtedness for borrowed money evidenced by
a loan account).




		
	 	      “Intercompany Sale-Leasebacks”: Sale-Leasebacks involving leases between the
Borrower and a Subsidiary or between Subsidiaries.




		
	 	      “Interest Payment Date”: (a) as to any ABR Loan, the last day of each March,
June, September and December to occur while such Loan is outstanding and on the date
such Loan is paid in full, (b) as to any Eurodollar Loan or Fixed Rate Loan, the last day of
the Interest Period applicable thereto and (c) as to any Eurodollar Loan or Fixed Rate
Loan, having an Interest Period longer than three months or 90 days, as the case may be,
each day which is three months or 90 days, as the case may be, and any multiple thereof,
after the first day of the Interest Period applicable thereto; provided that, in addition to the
foregoing, each of (x) the date upon which both the Commitments have been terminated
and the Loans have been paid in full and (y) the Termination Date shall be deemed to be
an “Interest Payment Date” with respect to any interest which is then accrued hereunder.




		
	 	      “Interest Period”: (a) with respect to any Eurodollar Loan:




		
	 	      (i) initially, the period commencing on the borrowing or conversion date, as
the case may be, with respect to such Eurodollar Loan and ending one, two, three
or six (or if available to all the Lenders (or, in the case of Eurodollar Competitive
Loans, the Lender making such Loans) nine or twelve) months thereafter, as
selected by the Borrower in its notice of borrowing or notice of conversion, as the
case may be, given with respect thereto; and
	 
	 	      (ii) thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such Eurodollar Loan and ending one, two, three or



7











		
	 	six (or if available to all the Lenders (or, in the case of Eurodollar Competitive
Loans, the Lender making such Loans) nine or twelve) months thereafter, as
selected by the Borrower by irrevocable notice to the Administrative Agent not
less than three Business Days prior to the last day of the then current Interest
Period with respect thereto; and




		
	 	      (b) with respect to any Fixed Rate Loan, the period commencing on the
borrowing date with respect to such Fixed Rate Loan and ending such number of days
thereafter (which shall be not less than seven days or more than 180 days after the date of
such borrowing) as selected by the Borrower in its Competitive Bid Request given with
respect thereto.




		
	 	provided that all of the foregoing provisions relating to Interest Periods are subject to the
following:




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




		
	 	      (2) any Interest Period 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.




		
	 	Notwithstanding anything to the contrary contained in this Agreement, no Interest Period
shall be selected by the Borrower which ends on a date after the Termination Date.




		
	 	      “Invitation
for Competitive Bids”: an invitation made by the Borrower pursuant
to subsection 2.3(c) in the form of Exhibit B.




		
	 	      “Level I
Status”: exists at any date if, at such date, the Borrower has senior
unsecured long-term debt outstanding, without third-party credit enhancement, which is
either rated A- or better by S&P or A3 or better by Moody’s (it being understood that the
higher rating prevails); provided that if either S&P or Moody’s shall cease to issue ratings
of debt securities generally, then the Administrative Agent and the Borrower shall
negotiate in good faith to agree upon a substitute rating agency (and to correlate the
system of ratings of such substitute rating agency with that of the rating agency for which
it is substituting) and (a) until such substitute rating agency is agreed upon, the foregoing
test may be satisfied on the basis of the rating assigned by the other such rating agency
and (b) after such substitute rating agency is agreed upon, the foregoing test may be
satisfied on the basis of the rating assigned by the other rating agency or such substitute
rating agency.



8









		
	 	      “Level II
Status”: exists at any date if, at such date, Level I Status does not exist
and the Borrower has senior unsecured long-term debt outstanding, without third-party
credit enhancement, which is either rated BBB+ or better by S&P or Baa1 or better by
Moody’s (it being understood that the higher rating prevails);
provided that if either S&P
or Moody’s shall cease to issue ratings of debt securities generally, then the
Administrative Agent and the Borrower shall negotiate in good faith to agree upon a
substitute rating agency (and to correlate the system of ratings of such substitute rating
agency with that of the rating agency for which it is substituting) and (a) until such
substitute rating agency is agreed upon, the foregoing test may be satisfied on the basis of
the rating assigned by the other such rating agency and (b) after such substitute rating
agency is agreed upon, the foregoing test may be satisfied on the basis of the rating
assigned by the other rating agency or such substitute rating agency.




		
	 	      “Level III
Status”: exists at any date if, at such date, neither Level I Status nor
Level II Status exists and the Borrower has senior unsecured long-term debt outstanding,
without third party credit enhancement, which is either rated BBB or better by S&P or
Baa2 or better by Moody’s (it being understood that the higher
rating prevails); provided
that if either S&P or Moody’s shall cease to issue ratings of debt securities generally, then
the Administrative Agent and the Borrower shall negotiate in good faith to agree upon a
substitute rating agency (and to correlate the system of ratings of such substitute rating
agency with that of the rating agency for which it is substituting) and (a) until such
substitute rating agency is agreed upon, the foregoing test may be satisfied on the basis of
the rating assigned by the other such rating agency and (b) after such substitute rating
agency is agreed upon, the foregoing test may be satisfied on the basis of the rating
assigned by the other rating agency or such substitute rating agency.




		
	 	      “Level IV
Status”: exists at any date if, at such date, none of Level I Status, Level
II Status or Level III Status exists and the Borrower has senior unsecured long-term debt
outstanding, without third party credit enhancement, which is either rated BBB- or better
by S&P or Baa3 or better by Moody’s (it being understood that the higher rating prevails);
provided that if either S&P or Moody’s shall cease to issue ratings of debt securities
generally, then the Administrative Agent and the Borrower shall negotiate in good faith to
agree upon a substitute rating agency (and to correlate the system of ratings of such
substitute rating agency with that of the rating agency for which it is substituting) and (a)
until such substitute rating agency is agreed upon, the foregoing test may be satisfied on
the basis of the rating assigned by the other such rating agency and (b) after such
substitute rating agency is agreed upon, the foregoing test may be satisfied on the basis of
the rating assigned by the other rating agency or such substitute rating agency.




		
	 	      “Level V
Status”: exists at any date if, at such date, none of Level I Status, Level
II Status, Level III Status or Level IV Status exists.




		
	 	      “Lien”: any mortgage, pledge, lien, security interest, conditional sale or other title
retention agreement or other similar encumbrance.



9









		
	 	      “Loan”: a Competitive Loan or a Revolving Credit Loan, as the context shall
require; collectively, the “Loans.”




		
	 	      “Majority
Lenders”: at any time, Lenders whose Commitment Percentages
represent greater than 50% of the aggregate Commitments or, if the Commitments are
terminated or for purposes of acceleration pursuant to Section 7, Lenders holding Loans
representing greater than 50% of the aggregate principal amount of all Loans outstanding.




		
	 	      “Margin”: as to any Eurodollar Competitive Loan, the margin to be added to or
subtracted from the Eurodollar Rate in order to determine the interest rate applicable to
such Loan, as specified in the Competitive Bid relating to such Loan.




		
	 	      “Material
Adverse Effect”: a material adverse effect on (a) the financial condition
of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability
of this Agreement or the rights or remedies of the Administrative Agent and the Lenders
hereunder.




		
	 	      “Material
Agreements”: the material contracts of the Borrower, as such term is
defined in Item 601 of SEC Regulation S-K (excluding agreements with officers and
directors) and included in Borrower’s most recently filed Form 10-K.




		
	 	      “Moody’s”: Moody’s Investors Service, Inc. and its successors.




		
	 	      “Non-Recourse
Debt”: all Indebtedness which, in accordance with GAAP, is not
required to be recognized on a consolidated balance sheet of the Borrower as a liability.




		
	 	      “Note”: a promissory note, executed and delivered by the relevant Borrower with
respect to its Revolving Credit Loans, substantially in the form of Exhibit G.




		
	 	      “Original
Closing Date”: January 4, 1999.
	 
	 	      “Other
Lender”: as defined in subsection 2.19(a).
	 
	 	      “Participant”: as defined in subsection 9.6(b).




		
	 	      “Permitted
Receivables Financing”: at any date of determination, the aggregate
amount of any Non-Recourse Debt outstanding on such date relating to securitizations or
other similar off-balance sheet financings of accounts receivable of the Borrower or any
of its Subsidiaries.




		
	 	      “Person”: an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, Governmental Authority or
other entity of whatever nature.



10









		
	 	      “Prime
Rate”: the rate of interest per annum equal to the prime rate publicly
announced by the majority of the Reference Lenders as its prime rate (or similar base
rate) in effect at its principal office.




		
	 	      “Reference
Lenders”: The Chase Manhattan Bank, Bank of America, National
Association, Citibank, N.A., Morgan Guaranty Trust Company and the Bank of New
York.




		
	 	      “Register”: as defined in subsection 9.6(d).




		
	 	      “Requirement
of Law”: as to any Person, any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.




		
	 	      “Revolving
Credit Loans”: as defined in subsection 2.1(a) and shall in any event
include any Loans that remain outstanding after the Termination Date pursuant to
subsection 2.8.




		
	 	      “Sale-Leasebacks”: as defined in subsection 6.4.
	 
	 	      “S&P”: Standard & Poor’s Ratings Services and its successors.




		
	 	      “Significant
Subsidiary”: as defined in Rule 1-02 of Regulation S-X promulgated
by the U.S. Securities and Exchange Commission and included in the Borrower’s most
recently filed Form 10-K.




		
	 	      “Status”: as to the Borrower, the existence of Level I Status, Level II Status,
Level III Status, Level IV Status or Level V Status, as the case may be.




		
	 	      “Subsidiary”: as to any Person, a corporation, partnership, limited liability
company or other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of the board
of directors or other managers of such corporation, partnership or other entity are at the
time owned by such Person, or by one or more Subsidiaries, or by such Person and one or
more Subsidiaries. Unless otherwise qualified, all references to a “Subsidiary” or to
“Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the
Borrower.




		
	 	      “Termination
Date”: June 22, 2001.
	 
	 	      “Transferee”: as defined in subsection 9.6(f).



11











		
	 	      “Type”: as to any Revolving Credit Loan, its nature as an ABR Loan or a
Eurodollar Loan, and as to any Competitive Loan, its nature as a Eurodollar Competitive
Loan or a Fixed Rate Loan.




		
	 	      “Utilization”: as of the last day of any fiscal quarter of the Borrower, the
percentage equivalent of a fraction (i) the numerator of which is the average daily
principal amount of Loans outstanding (after giving effect to any borrowing or payment
on such date) during such quarter and (ii) the denominator of which is the average daily
amount of the aggregate Commitments of all Lenders during such quarter, after giving
effect to any reduction of the Commitments on such day. For purposes of subsection
2.9(e), if for any reason any Loans remain outstanding after termination of the
Commitments, the Utilization for each day on or after the date of such termination shall
be deemed to be greater than 33%.




      1.2 Other Definitional
Provisions. (a) Unless otherwise specified therein, all
terms defined in this Agreement shall have the defined meanings when used in any certificate or
other document made or delivered pursuant hereto.


      (b) As used herein, and any certificate or other document made or delivered
pursuant hereto, accounting terms relating to the Borrower and its Subsidiaries not defined in
subsection 1.1 and accounting terms partly defined in subsection 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP.


      (c) The words “hereof”, “herein” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this
Agreement unless otherwise specified.


      (d) The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms.



SECTION 2. AMOUNT AND TERMS OF THE FACILITIES



      2.1 Revolving Credit
Commitments. (a) Subject to the terms and conditions
hereof, each Lender severally agrees to make revolving credit loans
(“Revolving Credit Loans”)
to the Borrower from time to time during the Commitment Period in an aggregate principal
amount at any one time outstanding which does not exceed the amount of such Lender’s
Commitment. During the Commitment Period, the Borrower may use the Commitments by
borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof. Notwithstanding anything to the contrary
contained in this Agreement, in no event (after giving effect to the use of proceeds of any
Borrowing) shall (i) the amount of any Lender’s Commitment Percentage of a Borrowing of
Revolving Credit Loans exceed such Lender’s Available Commitment at the time of such


12









Borrowing or (ii) the aggregate amount of Revolving Credit Loans and Competitive Loans at any
one time outstanding exceed the aggregate Commitments then in effect of all Lenders.


      (b) The Revolving Credit Loans may from time to time be (i) Eurodollar
Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified
to the Administrative Agent in accordance with subsections 2.2 and 2.6.



      2.2 Procedure for Revolving
Credit Borrowing. The Borrower may borrow
Revolving Credit Loans under the Commitments during the Commitment Period on any Business
Day; provided that the Borrower shall give the Administrative Agent irrevocable notice (which
notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time,
(a) three Business Days prior to the requested borrowing date, if all or any part of the requested
Revolving Credit Loans are to be Eurodollar Loans, or (b) one Business Day prior to the
requested borrowing date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested
borrowing date, (iii) whether the Borrowing is to be of Eurodollar Loans, ABR Loans or a
combination thereof and (iv) if the Borrowing is to be entirely or partly of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the initial Interest
Periods therefor. Each Borrowing under the Commitments shall be in an amount equal to
$10,000,000 or a multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from
the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender
will make the amount of its pro rata share of each Borrowing available to the Administrative
Agent for the account of the Borrower at the office of the Administrative Agent specified in
subsection 9.2 prior to 11:00 A.M., New York City time, on the borrowing date requested by the
Borrower in funds immediately available to the Administrative Agent. Such Borrowing will then
immediately be made available to the Borrower by the Administrative Agent crediting the
account of the Borrower on the books of such office with the aggregate of the amounts made
available to the Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.



      2.3 Competitive Borrowings.


      (a) The Competitive Bid Option. In addition to the Revolving Credit Loans
which may be made available pursuant to subsection 2.1, the Borrower may, as set forth in this
subsection 2.3, request the Lenders to make offers to make Competitive Loans to the Borrower
during the Commitment Period. The Lenders may, but shall have no obligation to, make such
offers, and the Borrower may, but shall have no obligation to, accept any such offers in the
manner set forth in this subsection 2.3.


      (b) Competitive Bid Request. When the Borrower wishes to request offers to
make Competitive Loans under this subsection 2.3, it shall transmit to the Administrative Agent
a Competitive Bid Request to be received no later than 12:00 Noon (New York City time) on (x)
the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a
Borrowing of Eurodollar Competitive Loans or (y) the Business Day immediately preceding the
date of Borrowing proposed therein, in the case of a Fixed Rate Borrowing, specifying:


13










		
	 	      (i) the proposed date of Borrowing, which shall be a Business Day,




		
	 	      (ii) the aggregate principal amount of such Borrowing, which shall be
$5,000,000 or a multiple of $1,000,000 in excess thereof,




		
	 	      (iii) the duration of the Interest Period applicable thereto, subject to the
provisions of the definition of Interest Period contained in subsection 1.1, and




		
	 	      (iv) whether the Borrowing then being requested is to be of Eurodollar
Competitive Loans or Fixed Rate Loans.



A Competitive Bid Request that does not conform substantially to the format of Exhibit A may
be rejected by the Administrative Agent in its sole discretion, and the Administrative Agent shall
promptly notify the Borrower of such rejection. The Borrower may request offers to make
Competitive Loans for more than one Interest Period in a single Competitive Bid Request. No
Competitive Bid Request shall be given within three Business Days of any other Competitive Bid
Request pursuant to which the Borrower has made a Competitive Borrowing.


      (c) Invitation for Competitive Bids. Promptly after its receipt of a Competitive
Bid Request (but, in any event, no later than 3:00 P.M., New York City time, on the date of such
receipt) conforming to the requirements of paragraph (b) above, the Administrative Agent shall
send to each of the Competitive Bid Lenders an Invitation for Competitive Bids which shall
constitute an invitation by the Borrower to each such Lender to bid, on the terms and conditions
of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.


      (d) Submission and Contents of Competitive Bids. (i) Each Lender to which an
Invitation for Competitive Bids is sent may submit a Competitive Bid containing an offer or
offers to make Competitive Loans in response to such Invitation for Competitive Bids. Each
Competitive Bid must comply with the requirements of this paragraph (d) and must be submitted
to the Administrative Agent at its offices specified in subsection 9.2 not later than (x) 9:30 A.M.
(New York City time) on the third Business Day prior to the proposed date of Borrowing, in the
case of a Borrowing of Eurodollar Competitive Loans or (y) 9:30 A.M. (New York City time) on
the date of the proposed Borrowing, in the case of a Fixed Rate Borrowing; provided that any
Competitive Bids submitted by the Administrative Agent in the capacity of a Lender may only be
submitted if the Administrative Agent notifies the Borrower of the terms of the offer or offers
contained therein not later than fifteen minutes prior to the deadline for the other Lenders. A
Competitive Bid submitted by a Lender pursuant to this paragraph (d) shall be irrevocable.


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



		
	 	      (A) the date of the proposed Borrowing,




		
	 	      (B) the principal amount of the Competitive Loan for which each such offer is
being made, which principal amount (w) may be greater than, equal to or less than the



14











		
	 	Commitment of the quoting Lender, (x) must be in a minimum principal amount of
$5,000,000 or a multiple of $1,000,000 in excess thereof, (y) may not exceed the
principal amount of Competitive Loans for which offers were requested and (z) may be
subject to a limitation as to the maximum aggregate principal amount of Competitive
Loans for which offers being made by such quoting Lender may be accepted,




		
	 	      (C) in the case of a Borrowing of Eurodollar Competitive Loans, the Margin
offered for each such Competitive Loan, expressed as a percentage (specified in
increments of 1/10,000th of 1%) to be added to or subtracted from such base rate,




		
	 	      (D) in the case of a Fixed Rate Borrowing, the rate of interest per annum
(specified in increments of 1/10,000th of 1%) offered for each such Competitive Loan,
and




		
	 	      (E) the identity of the quoting Lender.



A Competitive Bid may set forth up to five separate offers by the quoting Lender with respect to
each Interest Period specified in the related Invitation for Competitive Bids. Any Competitive
Bid shall be disregarded by the Administrative Agent if the Administrative Agent determines that
it: (A) is not substantially in the form of Exhibit C or does not specify all of the information
required by subsection 2.3(d)(ii); (B) contains qualifying, conditional or similar language (except
for a limitation on the maximum principal amount which may be accepted); (C) proposes terms
other than or in addition to those set forth in the applicable Invitation for Competitive Bids or (D)
arrives after the time set forth in subsection 2.3(d)(i).


      (e) Notice to Borrower. The Administrative Agent shall promptly (and, in any
event, by 10:00 A.M., New York City time) notify the Borrower, by telecopy, of all the
Competitive Bids made (including all disregarded bids), the Competitive Bid Rate and the
principal amount of each Competitive Loan in respect of which a Competitive Bid was made and
the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all
Competitive Bids (including all disregarded bids) to the Borrower for its records as soon as
practicable after completion of the bidding process set forth in this subsection 2.3.


      (f) Acceptance and Notice by Borrower. The Borrower may in its sole discretion,
subject only to the provisions of this paragraph (f), accept or reject any Competitive Bid (other
than any disregarded bid) referred to in paragraph (e) above. The Borrower shall notify the
Administrative Agent by telephone, confirmed immediately thereafter by telecopy in the form of
a Competitive Bid Accept/Reject Letter, whether and to what extent it wishes to accept any or all
of the bids referred to in paragraph (e) above not later than (x) 10:30 A.M. (New York City time)
on the third Business Day prior to the proposed date of Borrowing, in the case of a Competitive
Eurodollar Borrowing or (y) 10:30 A.M. (New York City time) on the proposed date of
Borrowing, in the case of a Fixed Rate Borrowing; provided that:



		
	 	      (i) the failure by the Borrower to give such notice shall be deemed to be a
rejection of all the bids referred to in paragraph (e) above;



15











		
	 	      (ii) the aggregate principal amount of the Competitive Bids accepted by the
Borrower may not exceed the lesser of (A) the principal amount set forth in the related
Competitive Bid Request and (B) the excess, if any, of the aggregate Commitments of all
Lenders then in effect over the aggregate principal amount of all Loans outstanding
immediately prior to the making of such Competitive Loans (and after giving effect to the
use of proceeds thereof),




		
	 	      (iii) the principal amount of each Competitive Borrowing must be $5,000,000
or a multiple of $1,000,000 in excess thereof,




		
	 	      (iv) unless there are any limitations contained in a quoting Lender’s
Competitive Bid, the Borrower may not accept a Competitive Bid made at a particular
Competitive Bid Rate if it has decided to reject any portion of a bid made at a lower
Competitive Bid Rate for the same Interest Period, and




		
	 	      (v) the Borrower may not accept any Competitive Bid that is disregarded by
the Administrative Agent pursuant to subsection 2.3(d)(ii) or that otherwise fails to
comply with the requirements of this Agreement.



A notice given by the Borrower pursuant to this paragraph (f) shall be irrevocable.


      (g) Allocation by Administrative Agent. If offers are made by two or more
Lenders with the same Competitive Bid Rates for a greater aggregate principal amount than the
amount in respect of which such offers are accepted for the related Interest Period, the principal
amount of Competitive Loans in respect of which such offers are accepted shall be allocated by
the Administrative Agent among such Lenders as nearly as possible (in integral multiples of
$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate
principal amounts of such offers.


      (h) Notification of Acceptance. The Administrative Agent shall promptly (and,
in any event, by 11:00 A.M., New York City time) notify each bidding Lender whether or not its
Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid
Rate), and each successful bidder will thereupon become bound, subject to the other applicable
conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted.



      2.4 Termination or Reduction of Commitments. The Borrower shall have the
right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the
Commitments or, from time to time, to reduce the Commitments; provided that any termination
or reduction of the Commitments that would reduce the Commitments below the aggregate
amount of the Loans then outstanding, shall be accompanied by a concurrent prepayment of the
Loans which may be made on a non-pro rata basis among the Lenders in the amount necessary to
reduce such Loans to an amount that does not exceed the Commitments as so reduced. Any such
reduction shall be in an amount equal to $10,000,000 or a multiple of $1,000,000 in excess
thereof (or if the Commitments are less than $10,000,000, such lesser amount) and shall reduce
permanently the Commitments then in effect. Termination and reduction of the Commitments





16









may be made on a non-pro rata basis among the Lenders; provided, that (a) after giving effect to
such termination or reduction, no Lender shall have a Commitment hereunder in excess of 15%
of the aggregate Commitments (as so reduced), (b) no Default or an Event of Default has
occurred and is continuing and (c) the Loans outstanding shall not exceed the amount of the
reduced amount of the Commitments.



      2.5 Prepayments. The Borrower may, at any time and from time to time, prepay
the Revolving Credit Loans, in whole or in part, without premium or penalty (but subject to the
provisions of subsection 2.17), upon at least two Business Days’ irrevocable notice to the
Administrative Agent, specifying the date and amount of prepayment and whether the
prepayment is of Eurodollar Revolving Credit Loans, ABR Loans or a combination thereof, and,
if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the
Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified therein, together
with any amounts payable pursuant to subsection 2.17. Partial prepayments shall be in an
aggregate principal amount of $10,000,000 or a multiple of $1,000,000 in excess thereof.



      2.6 Conversion and Continuation Options. (a) The Borrower may elect from time
to time to convert Eurodollar Revolving Credit Loans to ABR Loans by giving the
Administrative Agent at least one Business Day’s prior irrevocable notice of such election;
provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on
the last day of an Interest Period with respect thereto. The Borrower may elect from time to time
to convert ABR Loans to Eurodollar Revolving Credit Loans by giving the Administrative Agent
at least three Business Days’ prior irrevocable notice of such election. Any such notice of
conversion to Eurodollar Revolving Credit Loans shall specify the length of the initial Interest
Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent
shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Revolving
Credit Loans and ABR Loans may be converted as provided herein; provided that (i) no Loan
may be converted into a Eurodollar Revolving Credit Loan when any Event of Default has
occurred and is continuing and (ii) no Loan may be converted into a Eurodollar Revolving Credit
Loan after the date that is one month prior to the Termination Date.


      (b) Any Eurodollar Revolving Credit Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the Borrower giving notice
to the Administrative Agent, in accordance with the applicable provisions of the term “Interest
Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to
such Loans; provided that no Eurodollar Revolving Credit Loan may be continued as such (i)
when any Event of Default has occurred and is continuing or (ii) after the date that is one month
prior to the Termination Date and provided, further, that if the Borrower shall fail to give any
required notice as described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Eurodollar Revolving Credit Loans shall be automatically
converted to ABR Loans on the last day of such then expiring Interest Period.


17










      2.7 Minimum Amounts of Eurodollar Borrowings. All borrowings, conversions
and continuations of Revolving Credit Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so that, after giving
effect thereto, the aggregate principal amount of the Revolving Credit Loans comprising each
Eurodollar Borrowing shall be equal to $10,000,000 or a multiple of $1,000,000 in excess thereof
and so that there shall not be more than 20 Eurodollar Borrowings outstanding at any one time.



      2.8 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay to each Lender (i) on the Termination Date (or such earlier date
as the Loans become due and payable pursuant to Section 7 or subsection 2.5), the unpaid
principal amount of each Loan made by such Lender; provided, that, at the Borrower’s option
any Loans outstanding on the Termination Date shall be due and payable in full on the date
which is two years following the Termination Date (or such earlier date as the Loans become due
and payable pursuant to Section 7 or subsection 2.5) and (ii) on the last day of the applicable
Interest Period, the unpaid principal amount of each Competitive Loan made by such Lender.
The Borrower hereby further agrees to pay interest in immediately available funds at the office of
the Administrative Agent on the unpaid principal amount of such Loans from time to time from
the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in
subsection 2.9.


      (b) Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such
Lender resulting from each Loan made by such lending office of such Lender from time to time,
including the amounts of principal and interest payable and paid to such lending office of such
Lender from time to time under this Agreement.


      (c) The Administrative Agent shall maintain the Register pursuant to subsection
9.6(d), and a subaccount for each Lender, in which Register and subaccounts (taken together)
shall be recorded (i) the amount of each Loan made hereunder, the Type of each Loan made and
the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount
of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s
share thereof.


      (d) The entries made in the Register and accounts maintained pursuant to
paragraphs (b) and (c) of this subsection 2.8 shall, to the extent permitted by applicable law, be
prima facie evidence of the existence and amounts of the obligations of the Borrower therein
recorded; provided, however, that the failure of any Lender or the Administrative Agent to
maintain such account, such Register or such subaccount, as applicable, or any error therein, shall
not in any manner affect the obligation of the Borrower to repay (with applicable interest) the
Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.



      2.9 Interest Rates and Payment Dates. (a) Each ABR Loan shall bear interest at a
rate per annum equal to the ABR.



18









      (b) The Loans comprising each Eurodollar Borrowing shall bear interest at a rate
per annum equal to (i) in the case of each Eurodollar Revolving Credit Loan, the Eurodollar Rate
for the Interest Period in effect for such Borrowing plus the Applicable Margin and (ii) in the
case of each Eurodollar Competitive Loan, the Eurodollar Rate for the Interest Period in effect
for such Borrowing plus (or minus, as the case may be) the Margin offered by the Lender making
such Loan and accepted by the Borrower pursuant to subsection 2.3.


      (c) Each Fixed Rate Loan shall bear interest at a rate per annum equal to the fixed
rate of interest offered by the Lender making such Loan and accepted by the Borrower pursuant
to subsection 2.3.


      (d) Subject to the provisions of the following sentence, interest shall be payable
in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (f)
of this subsection 2.9 shall be payable from time to time on demand. The amount of interest on
Revolving Credit Loans to be paid on any Interest Payment Date shall be the amount which
would be due and payable if the Utilization for the period for which such interest is paid was less
than 33%. On the first Business Day following the last day of each fiscal quarter of the Borrower
and on the Termination Date (or, if earlier, on the date upon which both the Commitments are
terminated and the Loans are paid in full), the Borrower shall pay to the Administrative Agent,
for the ratable benefit of the Lenders, an additional amount of interest equal to the difference (if
any) between (i) the amount of interest which would have been payable during such fiscal quarter
(or, in the case of the payment due on the Termination Date, the portion thereof ending on such
date) after giving effect to the actual Utilization during such period and (ii) the amount of interest
which actually was paid during such period.


      (e) The “Applicable Margin” with respect to each Revolving Credit Loan at any
date shall be the applicable percentage amount set forth in the table below based upon the Type
of such Loan and the Utilization and Status on such date:



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

	If Utilization is less than
33%:
	
	
	
	

		Eurodollar Loans			0.3200	%			0.3850	%			0.4500	%			0.6250	%			0.7000	%
	
	
	
	

		ABR Loans			0	%			0	%			0	%			0	%			0	%
	
	
	
	

	If Utilization is equal to
or greater than 33%:
	
	
	
	

		Eurodollar Loans			0.4450	%			0.5100	%			0.5750	%			0.6250	%			0.7000	%
	
	
	
	

		ABR Loans			0	%			0	%			0	%			0	%			0	%



      (f) If all or a portion of (i) the principal amount of any Loan, (ii) any interest
payable thereon or (iii) any facility fee or other amount payable hereunder shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall





19









bear interest at a rate per annum which is (x) in the case of overdue principal, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this subsection 2.9 plus
2% or (y) in the case of overdue interest, facility fee or other amount, the rate described in
paragraph (a) of this subsection 2.9 plus 2%, in each case from the date of such non-payment
until such amount is paid in full (as well after as before judgment). For purposes of this
Agreement, principal shall be “overdue” only if not paid in accordance with the provisions of
subsection 2.8.



      2.10 Facility Fee. The Borrower shall pay to the Administrative Agent, for the
ratable account of the Lenders, a facility fee at the rate per annum equal to (a) for each day that
the Borrower has Level I Status, 0.0800% of the aggregate Commitments prior to the
Termination Date and 0.0800% of the aggregate outstanding principal amount of the Loans
thereafter on such day, (b) for each day that the Borrower has Level II Status, 0.0900% of the
aggregate Commitments prior to the Termination Date and 0.0900% of the aggregate outstanding
principal amount of the Loans thereafter, (c) for each day that the Borrower has Level III Status,
0.1000% of the aggregate Commitments prior to the Termination Date and 0.1000% of the
aggregate outstanding principal amount of the Loans thereafter, (d) for each day that the
Borrower has Level IV Status, 0.1250% of the aggregate Commitments prior to the Termination
Date and 0.1250% of the aggregate outstanding principal amount of the Loans thereafter and (e)
for each day that the Borrower has Level V Status, 0.1750% of the aggregate Commitments prior
to the Termination Date and 0.1750% of the aggregate outstanding principal amount of the Loans
thereafter. On the first Business Day following the last day of each fiscal quarter of the Borrower
and on the Termination Date (or, if earlier, on the date upon which both the Commitments are
terminated and the Loans are paid in full), the Borrower shall pay to the Administrative Agent,
for the ratable benefit of the Lenders, the portion of such facility fee which accrued during the
fiscal quarter most recently ended (or, in the case of the payment due on the Termination Date,
the portion thereof ending on such date). Such facility fee shall be based upon the aggregate
Commitments of the Lenders from time to time, regardless of the Utilization from time to time
thereunder.



      2.11 Computation of Interest and Fees. (a) Interest on all Loans shall be
computed on the basis of the actual number of days elapsed over a year of 360 days or, on any
date when the ABR is determined by reference to the Prime Rate, a year of 365 or 366 days as
appropriate (in each case including the first day but excluding the last day). Each determination
of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall
be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. All
fees shall be computed on the basis of a year composed of twelve 30-day months. At any time
and from time to time upon request of the Borrower, the Administrative Agent shall deliver to
the Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate applicable to Revolving Credit Loans pursuant to this Agreement.
Each change in the Applicable Margin applicable to Loans or the Facility Fee as a result of a
change in the Borrower’s Status shall become effective on the date upon which such change in
Status occurs.





20









      (b) If any Reference Lender shall for any reason no longer have a Commitment,
such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result thereof,
there shall only be one Reference Lender remaining, the Borrower and the Administrative Agent
(after consultation with the Lenders) shall, by notice to the Lenders, designate another Lender as
a Reference Lender so that there shall at all times be at least two Reference Lenders.


      (c) Each Reference Lender shall use its best efforts to furnish quotations of rates
to the Administrative Agent as contemplated hereby. If any of the Reference Lenders shall be
unable or shall otherwise fail to supply such rates to the Administrative Agent upon its request,
the rate of interest shall, subject to the provisions of subsection 2.12, be determined on the basis
of the quotations of the remaining Reference Lenders.



      2.12 Inability to Determine Interest Rate. If the Eurodollar Rate cannot be
determined by the Administrative Agent in the manner specified in the definition of the term
“Eurodollar Rate” contained in subsection 1.1 of this Agreement, the Administrative Agent shall
give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable
thereafter. Until such time as the Eurodollar Rate can be determined by the Administrative
Agent in the manner specified in the definition of such term contained in said subsection 1.1, no
further Eurodollar Loans shall be continued as such at the end of the then current Interest Period
or (other than any Eurodollar Loans previously requested and with respect to which the
Eurodollar Rate previously was determined) shall be made, nor shall the Borrower have the right
to convert ABR Loans to Eurodollar Loans.



      2.13 Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Credit
Loans from the Lenders hereunder, each payment by the Borrower on account of any facility fee
hereunder shall be made pro rata according to the respective Commitment Percentages of the
Lenders. Reduction of the Commitments of the Lenders may be made pro rata according to the
respective Commitment Percentages of the Lenders or on a non-pro rata basis subject to the
requirements of subsection 2.4, at the option of the Borrower. Except as contemplated by
subsections 2.4 and 2.18(c), each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Credit Loans shall be made pro rata
according to the respective outstanding principal amounts of the Revolving Credit Loans then
held by the Lenders. Each payment by the Borrower on account of principal of and interest on
any Borrowing of Competitive Loans shall be made pro rata among the Lenders participating in
such Borrowing according to the respective principal amounts of their outstanding Competitive
Loans comprising such Borrowing.


      (b) All payments (including prepayments) to be made by the Borrower hereunder,
whether on account of principal, interest, fees or otherwise, shall be made without set-off or
counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date
thereof to the Administrative Agent, for the account of the relevant Lenders, at the Agent’s office
specified in subsection 9.2, in Dollars and in immediately available funds. Notwithstanding the
foregoing, the failure by the Borrower to make a payment (or prepayment) prior to 12:00 Noon
on the due date thereof shall not constitute a Default or Event of Default if such payment is made
on such due date; provided, however, that any payment (or prepayment) made after such time on



21









such due date shall be deemed made on the next Business Day for the purposes of interest and
reimbursement calculations. The Administrative Agent shall distribute such payments to the
relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder
(other than payments on the Eurodollar Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business Day, and, with
respect to payments of principal, interest thereon shall be payable at the then applicable rate
during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next succeeding Business
Day unless the result of such extension would be to extend such payment into another calendar
month, in which event such payment shall be made on the immediately preceding Business Day.


      (c) Unless the Administrative Agent shall have been notified in writing by any
Lender prior to the deadline for funding a Borrowing that such Lender will not make the amount
that would constitute its Commitment Percentage of such Borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is making such
amount available to the Administrative Agent, and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. If such amount
is not made available to the Administrative Agent by the required time on the borrowing date
therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period
until such Lender makes such amount immediately available to the Administrative Agent. A
certificate of the Administrative Agent submitted to any Lender with respect to any amounts
owing under this subsection 2.13 shall be conclusive in the absence of manifest error. If such
Lender’s Commitment Percentage of such Borrowing is not made available to the Administrative
Agent by such Lender within three Business Days of such borrowing date, the Administrative
Agent shall be entitled to recover such amount with interest thereon at the Federal Funds
Effective Rate, on demand, from the Borrower.


      2.14 Illegality. Notwithstanding any other provision herein, if the adoption of or
any change in any Requirement of Law or in the interpretation or application thereof shall make
it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this
Agreement, such Lender shall give notice thereof to the Administrative Agent and the Borrower
describing the relevant provisions of such Requirement of Law (and, if the Borrower shall so
request, provide the Borrower with a memorandum or opinion of counsel of recognized standing
(as selected by such Lender) as to such illegality), following which (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert
ABR Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender’s Loans then
outstanding as Eurodollar Loans (including, without limitation, such Lender’s Eurodollar
Competitive Loans in the case of clause (ii) below), if any, shall be converted automatically to
ABR Loans (i) on the respective last days of the then current Interest Periods with respect to such
Loans or (ii) within such earlier period as required by law. If any such conversion of a
Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with
respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required
pursuant to subsection 2.17.


22








      2.15 Increased Costs. (a) If (i) there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining any Loans or (ii) any reduction in
any amount receivable in respect thereof, and such increased cost or reduced amount receivable
is due to either:



		
	 	      (x) the introduction of or any change in or in the interpretation of any law or
regulation after the date hereof; or




		
	 	      (y) the compliance with any guideline or request made after the date hereof from
any central bank or other Governmental Authority (whether or not having the force of
law),




then (subject to the provisions of subsection 2.18) the Borrower shall from time to time, upon
demand by such Lender pay such Lender additional amounts sufficient to compensate such
Lender for such increased cost or reduced amount receivable.


      (b) If any Lender shall have reasonably determined that (i) the applicability of any
law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the
July 1988 paper of the Basle Committee on Banking Regulations and Supervisory Practices
entitled “International Convergence of Capital Measurement and Capital Standards,” or (ii) the
adoption after the date hereof of any other law, rule, regulation or guideline regarding capital
adequacy affecting such Lender, or (iii) any change arising after the date hereof in the foregoing
or in the interpretation or administration of any of the foregoing by any Governmental Authority,
central bank or comparable agency charged with the interpretation or administration thereof, or
(iv) compliance by such Lender (or any lending office of such Lender), or any holding company
for such Lender which is subject to any of the capital requirements described above, with any
request or directive of general application issued after the date hereof regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on
the capital of any such holding company as a direct consequence of such Lender’s obligations
hereunder to a level below that which such Lender or any such holding company could have
achieved but for such adoption, change or compliance (taking into consideration such Lender’s
policies and the policies of such holding company with respect to capital adequacy) by an amount
deemed by such Lender to be material, then (subject to the provisions of subsection 2.17) from
time to time such Lender may request the Borrower to pay to such Lender such additional
amounts as will compensate such Lender or any such holding company for any such reduction
suffered, net of the savings (if any) which may be reasonably projected to be associated with such
increased capital requirement. Any certificate as to such amounts which is delivered pursuant to
subsection 2.18(a) shall, in addition to any items required by subsection 2.18(a), include the
calculation of the savings (if any) which may be reasonably projected to be associated with such
increased capital requirement; provided that in no event shall any Lender be obligated to pay or
refund any amounts to the Borrower on account of such savings.


      (c) In the event that any Governmental Authority shall impose any Eurocurrency
Liabilities which increase the cost to any Lender of making or maintaining Eurodollar Loans,


23









then (subject to the provisions of subsection 2.18) the Borrower shall thereafter pay in respect of
the Eurodollar Loans of such Lender a rate of interest based upon the Eurodollar Reserve Rate
(rather than upon the Eurodollar Rate). From and after the delivery to the Borrower of the
certificate required by subsection 2.18(a), all references contained in this Agreement to the
Eurodollar Rate shall be deemed to be references to the Eurodollar Reserve Rate with respect to
each such affected Lender.



      2.16 Taxes. (a) All payments made by the Borrower under this Agreement shall
be made free and clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes or any other tax based
upon net income imposed on the Administrative Agent or any Lender as a result of a present or
former connection between the Administrative Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the Administrative Agent
or such Lender having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties,
charges, fees deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld
from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so
payable to the Administrative Agent or such Lender shall be increased to the extent necessary to
yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes)
interest or any such other amounts payable hereunder at the rates or in the amounts specified in or
pursuant to this Agreement; provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender that is not organized under the laws of the
United States of America or a state thereof if such Lender fails to comply with the requirements
of paragraph (b) of this subsection 2.16. Whenever any Non-Excluded Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent
for its own account or for the account of such Lender, as the case may be, a certified copy of an
original official receipt received by the Borrower showing payment thereof. If the Borrower fails
to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to
the Administrative Agent the required receipts or other required documentary evidence, the
Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure. The agreements in this subsection 2.16 shall survive the termination of
this Agreement and the payment of all other amounts payable hereunder.



		
	 	      (b) Each Lender that is not incorporated under the laws of the United States of
America or a state thereof shall:




		
	 	      (i) deliver to the Borrower and the Administrative Agent (A) two duly
completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI,
or successor applicable form, as the case may be, and (B) an Internal Revenue Service
Form W-8BEN, or successor applicable form, as the case may be;



24









		
	 	      (ii) deliver to the Borrower and the Administrative Agent two further
copies of any such form or certification on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Borrower; and




		
	 	      (iii) obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by the Borrower or the Administrative
Agent;



unless in any such case an event (including, without limitation, any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such Lender from
duly completing and delivering any such form with respect to it and such Lender so advises the
Borrower and the Administrative Agent. Such Lender shall certify (i) in the case of a Form W-
8BEN or W-8ECI, that it is entitled to receive payments under this Agreement without deduction
or withholding of any United States federal income taxes and (ii) in the case of a Form W-8BEN,
that it is entitled to an exemption from United States backup withholding tax. Each Person not
incorporated under the laws of the United States of America or a state thereof that is an Assignee
hereunder pursuant to subsection 9.6 shall, upon the effectiveness of the related transfer, be
required to provide all of the forms and statements required pursuant to this subsection 2.16.



      2.17 Indemnity. Subject to the provisions of subsection 2.18(a), the Borrower
agrees to indemnify each Lender and to hold each Lender harmless from any loss or reasonable
expense which such Lender may sustain or incur as a consequence of (a) default by the Borrower
in making a borrowing of, conversion into or continuation of any Loan hereunder after the
Borrower has given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the Borrower has given
a notice thereof in accordance with the provisions of this Agreement or (c) the making of a
prepayment of Eurodollar Loans or Fixed Rate Loans on a day which is not the last day of an
Interest Period with respect thereto. Such indemnification shall be in an amount equal to the
excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such prepayment or
of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the
case of a failure to borrow, convert or continue, the Interest Period that would have commenced
on the date of such failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding the Applicable Margin or Margin included therein) over (ii) the amount of
interest (as determined by such Lender) which would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market. This covenant shall survive the termination of this Agreement and
the payment of all other amounts payable hereunder.



      2.18 Notice of Amounts Payable; Relocation of Lending Office; Mandatory
Assignment. (a) In the event that any Lender becomes aware that any amounts are or will be
owed to it pursuant to subsection 2.14, 2.15, 2.16(a) or 2.17, then it shall promptly notify the
Borrower thereof and, as soon as possible thereafter, such Lender shall submit to the Borrower a


25







certificate indicating the amount owing to it and the calculation thereof. The amounts set forth in
such certificate shall be prima facie evidence of the obligations of the Borrower hereunder;
provided, however, that the failure of the Borrower to pay any amount owing to any Lender
pursuant to subsection 2.14, 2.15, 2.16(a) or 2.17 shall not be deemed to constitute a Default or
an Event of Default hereunder to the extent that the Borrower is contesting in good faith its
obligation to pay such amount by ongoing discussions diligently pursued with such Lender or by
appropriate proceedings.


      (b) If a Lender claims any additional amounts payable pursuant to subsection
2.14, 2.15 or 2.16(a), it shall use its reasonable efforts (consistent with legal and regulatory
restrictions) to avoid the need for paying such additional amounts, including changing the
jurisdiction of its applicable lending office, provided that the taking of any such action would
not, in the reasonable judgment of the Lender, be disadvantageous to such Lender.


      (c) In the event that any Lender delivers to the Borrower a certificate in
accordance with subsection 2.18(a) (other than a certificate as to amounts payable pursuant to
subsection 2.17), or the Borrower is required to pay any additional amounts or other payments in
accordance with subsection 2.14, 2.15 or 2.16(a), the Borrower may, at its own expense and in its
sole discretion, (i) require such Lender to transfer or assign, in whole or in part, without recourse
(in accordance with subsection 9.6), all or part of its interests, rights and obligations under this
Agreement (other than any outstanding Competitive Loans) to another Person (provided that the
Borrower, with the full cooperation of such Lender, can identify a Person who is ready, willing
and able to be an Assignee with respect to thereto) which shall assume such assigned obligations
(which Assignee may be another Lender, if such Assignee Lender accepts such assignment) or
(ii) during such time as no Default or Event of Default has occurred and is continuing, terminate
the Commitment of such Lender and prepay all outstanding Loans (other than Competitive
Loans) of such Lender; provided that (x) the Borrower or the Assignee, as the case may be, shall
have paid to such Lender in immediately available funds the principal of and interest accrued to
the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and
(subject to subsection 2.17) all other amounts owed to it hereunder and (y) such assignment or
termination of the Commitment of such Lender and prepayment of Loans does not conflict with
any law, rule or regulation or order of any court or Governmental Authority.



      2.19 Commitment Increases. (a) Notwithstanding anything to the contrary
contained in this Agreement, the Borrower may request from time to time that the Aggregate
Commitments be increased by an amount not less than $50,000,000 or a whole multiple of
$10,000,000 in excess thereof, provided that the Borrower may only request such an increase
once in any six-month period and in no event shall the Aggregate Commitments exceed
$2,000,000,000. Such increase in the Aggregate Commitments shall be effected as follows: the
Borrower may (i) request one or more of the Lenders to increase the amount of its Commitment
(which request shall be in writing and sent to the Administrative Agent to forward to such Lender
or Lenders) and/or (ii) arrange for one or more financial institutions not a party hereto (an “Other
Lender”) to become parties to and Lenders under this Agreement, provided that (x) the
Administrative Agent shall have approved such Other Lender, which approval shall not be
unreasonably withheld, and (y) after giving effect to such increase, no Lender shall have a


26







Commitment hereunder which exceeds an amount equal to 15% of the Aggregate Commitments.
In no event may any Lender’s Commitment be increased without the prior written consent of such
Lender, and the failure of any Lender to respond to the Borrower’s request for an increase shall be
deemed a rejection by such Lender of the Borrower’s request. The Aggregate Commitments may
not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default
has occurred and is continuing. Upon any request by the Borrower to increase the Aggregate
Commitments hereunder, the Borrower shall be deemed to have represented and warranted on
and as of the date of such request that no Default or Event of Default has occurred and is
continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender
shall have any obligation whatsoever to increase the amount of its Commitment, and each Lender
may at its option, unconditionally and without cause, decline to increase its Commitment.


      (b) If any Lender is willing, in its sole and absolute discretion, to increase the
amount of its Commitment hereunder (such a Lender hereinafter referred to as an “Increasing
Lender”), it shall enter into a written agreement to that effect with the Borrower and the
Administrative Agent, substantially in the form of Exhibit H (a “Commitment Increase
Supplement”), which agreement shall specify, among other things, the amount of the increased
Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s
increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been
amended as appropriate to reflect the increased Commitment of such Increasing Lender. Any
Other Lender which, with the consent of the Borrower and the Administrative Agent (which
consent, in the case of the Administrative Agent, shall not be unreasonably withheld), is willing
to become a party hereto and a Lender hereunder, shall enter into a written agreement with the
Borrower and the Administrative Agent, substantially in the form of Exhibit I (an “Additional
Lender Supplement”), which agreement shall specify, among other things, its Commitment
hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional
Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as
appropriate to reflect the Commitment of such Other Lender. Upon the execution by the
Administrative Agent, the Borrower and such Other Lender of such Additional Lender
Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender”
hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part
of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in
its Additional Lender Supplement. Each Other Lender which executes and delivers an
Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to
such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.”


      (c) In no event shall an increase in a Lender’s Commitment or the Commitment of
an Other Lender become effective until the Administrative Agent shall have received a certificate
from the Borrower, to the effect that the representations and warranties shall be true and correct
in all material respects and no Default or Event of Default shall have occurred and be continuing
after giving effect to the increase in the Aggregate Commitments resulting from the increase in
such Lender’s Commitment or the extension of a Commitment by such Other Lender. In no
event shall an increase in a Lender’s Commitment or the Commitment of an Other Lender which
results in the Aggregate Commitments exceeding the amount which is authorized at such time in
resolutions previously delivered to the Administrative Agent become effective until the


27







Administrative Agent shall have received a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee
of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to
such increase, certified by the Secretary or an Assistant Secretary of the Borrower. Concurrently
with the execution by an Increasing Lender of a Commitment Increase Supplement or by an
Additional Lender of an Additional Lender Supplement, the Borrower shall make such
borrowing from such Increasing Lender or Additional Lender, and/or shall make such
prepayment of outstanding Revolving Credit Loans, as shall be required to cause the aggregate
outstanding principal amount of Revolving Credit Loans owing to each Lender (including each
such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the
Aggregate Commitments after giving effect to any increase thereof. The Borrower agrees to
indemnify each Lender and to hold each Lender harmless from any loss or expense incurred as a
result of any such prepayment in accordance with subsection 2.17, as applicable.


      (d) Upon any Lender entering into a Commitment Increase Supplement or any
Additional Lender becoming a party hereto, the Administrative Agent shall notify each other
Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement
executed by such Additional Lender and the Commitment Increase Supplement executed by such
Increasing Lender.



SECTION 3. REPRESENTATIONS AND WARRANTIES


      To induce the Administrative Agent and the Lenders to enter into this Agreement
and to make the Loans, the Borrower hereby represents and warrants to the Administrative Agent
and each Lender that:



      3.1 Financial Condition. The Borrower has heretofore furnished to each Lender a
copy of the audited consolidated financial statements of the Borrower for the fiscal years ended
December 31, 1998 and December 31, 1999 and unaudited consolidated financial statements of
the Borrower for the quarterly period ended March 31, 2000. Such financial statements present
fairly the financial condition and results of operations of the Borrower and its consolidated
Subsidiaries as of, and for the fiscal years and fiscal quarters ended on, such dates in accordance
with GAAP (subject, in the case of such quarterly statements, to normal year-end audit
adjustments). Other than as disclosed in the Borrower’s 10-K dated February 9, 2000, or in the
Confidential Information Memorandum, between December 31, 1999 and the Closing Date, there
has been no development or event which has had a Material Adverse Effect.



      3.2 Corporate Existence; Compliance with Law. The Borrower (a) is duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate power and authority, and the legal right, to own and operate
its property, to lease the property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its
business requires such qualification, except to the extent that all failures to be duly qualified and


28









in good standing could not, in the aggregate, have a Material Adverse Effect and (d) is in
compliance with all Requirements of Law except to the extent that the failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.



      3.3 Corporate Power; Authorization; Enforceable Obligations. The Borrower has
the corporate power and authority, and the legal right, to make, deliver and perform this
Agreement and to borrow hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of this Agreement and to authorize the execution,
delivery and performance of this Agreement. No consent or authorization of any Governmental
Authority or any other Person is required in connection with the borrowings hereunder or with
the execution, delivery, performance, validity or enforceability of this Agreement. This
Agreement has been duly executed and delivered on behalf of the Borrower. This Agreement
constitutes a legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).



      3.4 No Legal Bar; No Default. The execution, delivery and performance of this
Agreement, the borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or Contractual Obligation of the Borrower and will not result in, or require,
the creation or imposition of any Lien on any of its properties or revenues pursuant to any such
Requirement of Law or Contractual Obligation, except to the extent that all such violations and
creation or imposition of Liens could not, in the aggregate, have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.



      3.5 No Material Litigation. No litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Subsidiaries or against any of its or their
respective properties or revenues as of the Closing Date (a) with respect to this Agreement or any
of the actions contemplated hereby, or (b) which involves a probable risk of an adverse decision
which would materially restrict the ability of the Borrower to comply with its obligations under
this Agreement.



      3.6 Federal Regulations. No part of the proceeds of any Loans will be used for
“buying,” “purchasing” or “carrying” any “margin stock” within the respective meanings of each
of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve
System as now and from time to time hereafter in effect or for any purpose which violates the
provisions of the Regulations of such Board of Governors.



      3.7 Investment Company Act. The Borrower is not an “investment company”, or
a company “controlled” by an “investment company”, within the meaning of the Investment
Company Act of 1940, as amended.


29









      3.8 ERISA. The Borrower is in compliance with all material provisions of
ERISA, except to the extent that all failures to be in compliance could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.



      3.9 No Material Misstatements. No report, financial statement or other written
information furnished by or on behalf of such Borrower to the Administrative Agent or any
Lender pursuant to subsection 3.1 or subsection 5.1(a) contains or will contain any material
misstatement of fact or omits or will omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were, are or will be made, not
misleading, except to the extent that the facts (whether misstated or omitted) do not result in a
Material Adverse Effect. No report, financial statement or other written information furnished by
or on behalf of the Borrower for inclusion in the Confidential Information Memorandum
contained as of the Closing Date any material misstatement of fact or omitted to state any
material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, except to the extent that the facts (whether misstated or omitted)
do not result in a Material Adverse Effect. Any forward-looking information contained in the
Confidential Information Memorandum is based upon good faith judgment believed by
management of the Borrower to be reasonable at the time made, it being recognized by the
Lenders that such information as it relates to future events is not to be viewed as fact and that
actual results during the period or periods covered by such information may differ from the
projected results set forth therein by a material amount.



      3.10 Environmental Matters. Except with respect to any matters that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.



      3.11 Subsidiaries. The Subsidiaries listed on Schedule 3.11 constitute all the
Subsidiaries of the Borrower on the date hereof which are “significant subsidiaries” within the
meaning of Regulation S-X of the U.S. Securities and Exchange Commission (other than as set
forth in such schedule).



      3.12 Purpose of Loans. The proceeds of the Loans shall be used by the Borrower
for its general corporate purposes including transactions with its Subsidiaries.



SECTION 4. CONDITIONS PRECEDENT



      4.1 Conditions to Initial Loans. The agreement of each Lender to make the initial
Loan to be made by it is subject to the satisfaction, prior to or concurrently with the making of
such Loan, of the following conditions precedent:


30








		
	 	      (a) Credit Agreement. The Administrative Agent shall have received this
Agreement, executed and delivered (including, without limitation, by way of a telecopied
signature page) by a duly authorized officer of the Borrower and each Lender.




		
	 	      (b) Secretary’s Certificate. The Administrative Agent shall have received a
certificate of the Secretary or Assistant Secretary of the Borrower, in form and substance
satisfactory to the Administrative Agent, which certificate shall (i) certify as to the
incumbency and signature of the officers of the Borrower executing this Agreement (with
the President or a Vice President of the Borrower attesting to the incumbency and
signature of the Secretary or Assistant Secretary providing such certificate), (ii) have
attached to it a true, complete and correct copy of each of the certificate of incorporation
and by-laws of the Borrower or a statement that there have been no changes since those
previously delivered in connection with the Original Closing Date, (iii) have attached to it
a true and correct copy of the resolutions of the Board of Directors of the Borrower or a
duly authorized committee thereof or a duly authorized officer thereof, which resolutions
shall authorize the execution, delivery and performance of this Agreement and the
borrowings by the Borrower hereunder and (iv) certify that, as of the date of such
certificate (which shall not be earlier than the date hereof), none of such certificate of
incorporation, by-laws or resolutions shall have been amended, supplemented, modified,
revoked or rescinded.




		
	 	      (c) Fees. All fees payable by the Borrower to Chase Securities Inc., the
Administrative Agent or any Lender on the Closing Date and all expenses payable under
subsection 9.5 for which invoices have been received before the Closing Date shall have
been paid.




		
	 	      (d) Legal Opinions. The Administrative Agent shall have received, (i) the
executed legal opinion of Drinker Biddle & Reath LLP, counsel to the Borrower,
substantially in the form of Exhibit F-1 and (ii) the executed legal opinion of Simpson
Thacher & Bartlett, counsel to the Administrative Agent, substantially in the form of
Exhibit F-2. The Borrower hereby instructs the counsel referenced in clause (i) to deliver
its opinion for the benefit of the Administrative Agent and each of the Lenders.




		
	 	      (e) No Material Adverse Effect. Other than as disclosed in the Borrower’s 10-K
dated February 9, 2000 or in the Confidential Information Memorandum, since December
31, 1999, no development or event shall have occurred that has had or could reasonably
be expected to have a Material Adverse Effect.



The Administrative Agent shall notify the Borrower and each Lender promptly after the
satisfaction of the foregoing conditions.



      4.2 Conditions to Each Loan. The agreement of each Lender to make any Loan
requested to be made by it on any date (including, without limitation, its initial Loan and any
Competitive Loan to be made by it) is subject to the satisfaction of the following conditions:


31










		
	 	      (a) Notice of Borrowing. The Administrative Agent shall have received a notice
of borrowing, as required by subsection 2.2 or 2.3, as the case may be.




		
	 	      (b) Representations and Warranties. Each of the representations and warranties
made by the Borrower in or pursuant to this Agreement shall be true and correct in all
material respects on and as of such date as if made on and as of such date, except to the
extent any such representation and warranty specifically relates to an earlier date, in
which case such representation and warranty shall have been true and correct as of such
earlier date.




		
	 	      (c) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Loans requested to be made on such
date.



Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the
Borrower as of the date of such Loan that the conditions contained in this subsection 4.2 have
been satisfied.



SECTION 5. AFFIRMATIVE COVENANTS


      The Borrower hereby agrees that, so long as the Commitments remain in effect, or
any amount is owing to any Lender or the Administrative Agent hereunder, the Borrower shall:



      5.1 Financial Statements. Furnish to each Lender:



		
	 	      (a) as soon as available, but in any event within 110 days after the end of each
fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such year and the related
audited consolidated statements of income and retained earnings and of cash flows for
such year, setting forth in each case in comparative form the figures for the previous year;
and




		
	 	      (b) as soon as available, but in any event not later than 60 days after the end of
each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end
of such quarter and the related unaudited consolidated statements of income and retained
earnings and of cash flows of the Borrower and its consolidated Subsidiaries for such
quarter and the portion of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the figures for the previous year;



all such financial statements shall be complete and correct in all material respects and shall be
prepared in accordance with GAAP applied consistently throughout the periods reflected therein
and with prior periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).


32








      5.2 Certificates; Other Information. Furnish to:



		
	 	      (a) each Lender, concurrently with the delivery of the financial statements
referred to in subsections 5.1(a) and 5.1(b), a certificate of a Financial Officer (i) stating
that, to the best of such Officer’s knowledge, (A) such financial statements present fairly
the financial condition and results of operations of the Borrower and its Subsidiaries for
the period referred to therein (subject, in the case of interim statements, to normal year-
end audit adjustments) and (B) during such period the Borrower has performed all of its
covenants and other agreements contained in this Agreement to be performed by it, and
that no Default or Event of Default has occurred, except as specified in such certificate,
and (ii) setting forth in reasonable detail the calculations required to establish whether the
Borrower was in compliance with the provisions of subsection 6.1 on the date of such
financial statements;




		
	 	      (b) each Lender, within 15 days after the same become public, copies of all
financial statements and reports which the Borrower may make to, or file with, the
Securities and Exchange Commission or any successor or analogous Governmental
Authority;




		
	 	      (c) the Administrative Agent, within ten Business Days after the occurrence
thereof, written notice of any change in Status; provided that the failure to provide such
notice shall not delay or otherwise affect any change in the Applicable Margin or other
amount payable hereunder which is to occur upon a change in Status pursuant to the
terms of this Agreement; and




		
	 	      (d) the Administrative Agent, promptly, such additional financial and other
information as the Administrative Agent, on behalf of any Lender, may from time to time
reasonably request and that is reasonably related to such Lender’s credit analysis of the
Borrower and which request does not impose an unreasonable burden on the Borrower to
satisfy.





      5.3 Notices. Promptly give notice to the Administrative Agent and each Lender
of (a) the occurrence of any Default or Event of Default, accompanied by a statement of a
Financial Officer setting forth details of the occurrence referred to therein and stating what action
the Borrower proposes to take with respect thereto and (b) so long as the Borrower is not subject
to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, (i)
the filing or commencement of any action, suit or proceeding by or before any arbitrator or
Governmental Authority against or affecting the Borrower or any affiliate thereof that could
reasonably be expected to result in a Material Adverse Effect and (ii) any other development that
results in, or could reasonably be expected to result in, a Material Adverse Effect.



      5.4 Conduct of Business and Maintenance of Existence. (a) Continue to engage
in its principal line of business as now conducted by it, (b) preserve, renew and keep in full force
and effect its corporate existence and (c) take all reasonable action to maintain all rights,
privileges and franchises necessary or desirable in the normal conduct of its principal line of


33









business, except, in any such case, as otherwise permitted pursuant to subsection 6.5 or to the
extent that failure to do so would not have a Material Adverse Effect.



      5.5 Books and Records. The Borrower will, and will cause each of its
Subsidiaries to, keep proper books of record and account in which full, true and correct entries
are made of all dealings and transactions in relation to its business and activities.



      5.6 Environmental Laws. Except as could not in the aggregate reasonably be
expected to result in a Material Adverse Effect:



		
	 	      (a) comply with all applicable Environmental Laws, and obtain and comply with
and maintain any and all permits, licenses or other approvals required by applicable
Environmental Laws; and




		
	 	      (b) conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and promptly
comply with all lawful orders and directives of all Governmental Authorities regarding
Environmental Laws.




SECTION 6. NEGATIVE COVENANTS


      The Borrower hereby agrees that, so long as the Commitments remain in effect or
any amount is owing to any Lender or the Administrative Agent hereunder:



      6.1 Consolidated Leverage Ratio. The Borrower shall not, directly or indirectly,
permit the Consolidated Leverage Ratio to exceed 3.25 to 1.0 at the end of any fiscal quarter.



      6.2 Indebtedness. The Borrower shall not, directly or indirectly, permit any
Subsidiary to, create, incur, assume or permit to exist any Indebtedness or any guarantee of
Indebtedness (other than Indebtedness of any Subsidiary to the Borrower or to any other
Subsidiary and other than Permitted Receivables Financings), except Indebtedness and
guarantees in an aggregate principal amount at any one time outstanding, which when combined
with (but without duplication) (i) the aggregate outstanding principal amount of obligations
secured by a Lien upon any of the property or revenues of the Borrower or any of its Subsidiaries
at such time (other than Liens securing Indebtedness of any Subsidiary to the Borrower or to any
other Subsidiary and other than Liens securing Permitted Receivables Financings) and (ii) the
aggregate amount of Sale-Leasebacks consummated since the Original Closing Date and which
are outstanding on the relevant date of determination (other than Sale-Leasebacks to the extent
the proceeds thereof are used to refinance any Sale-Leaseback which was in existence on the
Original Closing Date and other than Intercompany Sale-Leasebacks), shall not exceed 15% of
Consolidated Total Assets as reflected in the most recent annual audited consolidated financial
statements of the Borrower delivered pursuant to subsection 5.1(a).


34









      6.3 Liens. The Borrower shall not nor shall it permit any Subsidiary to, directly
or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property or
revenues, whether now owned or hereafter acquired (other than Liens securing Indebtedness of
any Subsidiary to the Borrower or to any other Subsidiary and other than Liens securing
Permitted Receivables Financings), except Liens at any one time outstanding with respect to
which the aggregate outstanding principal amount of the obligations secured thereby, which
when combined with (but without duplication) (i) the aggregate principal amount of
Indebtedness and guarantees of Indebtedness of any Subsidiary outstanding at such time (other
than Indebtedness of any Subsidiary to the Borrower or to any other Subsidiary and other than
Permitted Receivables Financings) and (ii) the aggregate amount of Sale-Leasebacks
consummated since the Original Closing Date and which are outstanding on the relevant date of
determination (other than Sale-Leasebacks to the extent the proceeds thereof are used to
refinance any Sale-Leaseback which was in existence on the Original Closing Date and other
than Intercompany Sale-Leasebacks), shall not exceed 15% of Consolidated Total Assets as
reflected in the most recent annual audited consolidated financial statements of the Borrower
delivered pursuant to subsection 5.1(a).



      6.4 Sale-Leasebacks. The Borrower shall not nor shall it permit any Subsidiary
to, directly or indirectly, enter into any arrangement with any Person providing for the leasing by
the Borrower or any Subsidiary of any property owned by the Borrower or any Subsidiary
(except for Intercompany Sale-Leasebacks), which property has been or is to be sold or
transferred by the Borrower or such Subsidiary to such Person (“Sale-Leasebacks”), except for
Sale-Leasebacks consummated since the Original Closing Date and which are outstanding on the
relevant date of determination (other than Sale-Leasebacks to the extent the proceeds thereof are
used to refinance any Sale-Leaseback which was in existence on the Original Closing Date) in an
aggregate amount, which when combined with (but without duplication) (i) the aggregate
outstanding principal amount of obligations secured by a Lien upon any of the property or
revenues of the Borrower or any of its Subsidiaries at the time of entering into any such Sale-
Leaseback (other than Liens securing Indebtedness of any Subsidiary to the Borrower or to any
other Subsidiary and other than Liens securing Permitted Receivables Financings) and (ii) the
aggregate principal amount of Indebtedness and guarantees of Indebtedness of any Subsidiary
outstanding at such time (other than Indebtedness of any Subsidiary to the Borrower or to any
other Subsidiary and other than Permitted Receivables Financings), shall not exceed 15% of
Consolidated Total Assets as reflected in the most recent annual audited consolidated financial
statements of the Borrower delivered pursuant to subsection 5.1(a).



      6.5 Merger, Consolidation, etc. The Borrower shall not, directly or indirectly,
merge or consolidate with any other Person, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution) or sell or convey all or substantially all of its assets to any Person
unless, in the case of mergers and consolidations, (a) the Borrower shall be the continuing
corporation and (b) immediately before and immediately after giving effect to such merger or
consolidation, no Default or Event of Default shall have occurred and be continuing.


35










SECTION 7. EVENTS OF DEFAULT



		
	 	      If any of the following events shall occur and be continuing:




		
	 	      (a) The Borrower shall (i) fail to pay any principal of any Loan when due in
accordance with the terms hereof or (ii) fail to pay any interest on any Loan or any other
amount which is payable hereunder and (in the case of this clause (ii) only) such failure
shall continue unremedied for more than five Business Days after written notice thereof
has been given to the Borrower by the Administrative Agent or the Majority Lenders; or




		
	 	      (b) Any representation or warranty made or deemed made by the Borrower in
Section 3 or any certified statement furnished pursuant to subsection 5.2(b) shall prove to
have been incorrect on or as of the date made or deemed made or certified if the facts or
circumstances incorrectly represented or certified result in a Material Adverse Effect; or




		
	 	      (c) The Borrower shall default in the observance of the agreement contained in
subsection 5.3(a) or subsection 5.4(a) or (b) or Section 6; or




		
	 	      (d) The Borrower shall default in the observance or performance of any other
agreement contained in this Agreement (other than as provided in paragraphs (a), (b) and
(c) of this Section 7), and such default shall continue unremedied for a period of 30 days
after written notice thereof shall have been given to the Borrower by the Administrative
Agent or the Majority Lenders; or




		
	 	      (e) The Borrower or any Significant Subsidiary shall default in any payment of
$50,000,000 or more of principal of or interest on any Indebtedness or in the payment of
$50,000,000 or more on account of any guarantee in respect of Indebtedness, beyond the
period of grace, if any, provided in the instrument or agreement under which such
Indebtedness or guarantee was created; or




		
	 	      (f) Any event or condition occurs that results in any Indebtedness or any
guarantee of Indebtedness of the Borrower or any of its Significant Subsidiaries of an
aggregate principal amount of $50,000,000 or more becoming due in full or payable in
full prior to the scheduled maturity of such Indebtedness or guarantee or that requires the
prepayment, repurchase, redemption or defeasance thereof in full, prior to the scheduled
maturity of such Indebtedness or guarantee (other than pursuant to any voluntary
prepayments, customary due-on-sale clause or any provision requiring prepayment of
such Indebtedness based on excess cash flow, permitted asset sales or permitted debt or
equity issuances, in each case contained in the terms of such Indebtedness); provided that
this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness; or




		
	 	      (g) (i) The Borrower or any of its Significant Subsidiaries shall commence any
case, proceeding or other action (A) under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,



36








		
	 	winding-up, liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the Borrower or any
of its Significant Subsidiaries shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against the Borrower or any of its Significant
Subsidiaries any case, proceeding or other action of a nature referred to in clause (i)
above which (A) results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of 90
days; or (iii) there shall be commenced against the Borrower or any of its Significant
Subsidiaries any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any substantial part of its
assets which results in the entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within 90 days from the entry
thereof; or




		
	 	      (h) One or more judgments or decrees shall (i) be entered against the Borrower,
(ii) not have been vacated, discharged, satisfied, stayed or bonded pending appeal within
60 days from the entry thereof and (iii) involve a liability (not paid or fully covered by
insurance) of either (A) $40,000,000 or more, in the case of any single judgment or
decree or (B) $100,000,000 or more in the aggregate, in the case of all such judgments
and decrees; or




		
	 	      (i) The Borrower or any of its Significant Subsidiaries shall default in the
performance of any of its obligations under, or otherwise fail to observe or perform any
covenant, condition or agreement contained in, any of the Material Agreements, to the
extent the consequences of any such default or failure could reasonably be expected to
result in a Material Adverse Effect;



then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii)
of paragraph (g) above with respect to the Borrower, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement shall immediately become due and payable, and (B) if such
event is any other Event of Default, either or both of the following actions may be taken: (i) with
the consent of the Majority Lenders, the Administrative Agent may, or upon the request of the
Majority Lenders, the Administrative Agent shall, by notice to the Borrower declare the
Commitments to be terminated forthwith, whereupon the Commitments shall immediately
terminate; and (ii) with the consent of the Majority Lenders, the Administrative Agent may, or
upon the request of the Majority Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement to be due and payable forthwith, whereupon the same shall
immediately become due and payable. Except as expressly provided above in this Section 7,
presentment, demand, protest and all other notices of any kind are hereby expressly waived.


37










SECTION 8. THE ADMINISTRATIVE AGENT



      8.1 Appointment. Each Lender hereby irrevocably designates and appoints Chase
as the Administrative Agent of such Lender under this Agreement, and each such Lender
irrevocably authorizes Chase, as the Administrative Agent for such Lender, to take such action
on its behalf under the provisions of this Agreement and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agent.



      8.2 Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact
selected by it with reasonable care.



      8.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its
officers, directors, employees or affiliates shall be (i) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this Agreement (except for
its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner
to any of the Lenders for any recitals, statements, representations or warranties made by the
Borrower or any officer thereof contained in this Agreement or in any certificate, report,
statement or other document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or for any failure of the Borrower to
perform its obligations hereunder. The Administrative Agent shall not be under any obligation to
any Lender to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or
records of the Borrower.



      8.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it in good faith to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and statements of legal
counsel (including, without limitation, counsel to the Borrower), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent may deem and
treat the Lender specified in the Register with respect to any amount owing hereunder as the
owner thereof for all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be
fully justified in failing or refusing to take any action under this Agreement unless it shall first


38







receive such advice or concurrence of the Majority Lenders as it deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement in accordance with a request of the Majority Lenders (or, to the extent that
this Agreement expressly requires a higher percentage of Lenders, such higher percentage), and
such request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the obligations owing by the Borrower hereunder.



      8.5 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received written notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a “notice
of default”. In the event that the Administrative Agent receives such a notice, the Administrative
Agent shall promptly notify the Borrower (unless the Borrower shall have delivered such notice
to the Administrative Agent) and then give notice thereof to the Lenders (provided that the
failure to notify the Borrower shall not impair any of the rights of the Administrative Agent and
the Lenders with respect to the events and circumstances specified in such notice). The
Administrative Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Majority Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of the Lenders.



      8.6 Non-Reliance on Administrative Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it
and that no act by the Administrative Agent hereinafter taken, including any review of the affairs
of the Borrower, shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it
has, independently and without reliance upon the Administrative Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Loans hereunder and
enter into this Agreement. Each Lender also represents that it will, independently and without
reliance upon the Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement, and to make such
investigation as it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrower. Except for notices, reports
and other documents expressly required to be furnished to the Lenders by the Administrative
Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business, operations, property,
condition (financial or otherwise), prospects or creditworthiness of the Borrower which may


39







come into the possession of the Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates.



      8.7 Indemnification. The Lenders agree to indemnify the Administrative Agent
in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective Commitment
Percentages in effect on the date on which indemnification is sought under this subsection 8.7
(or, if indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance with their
Commitment Percentages immediately prior to such date of payment in full), from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the amounts owing hereunder) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to or arising out of
this Agreement or any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by the Administrative
Agent under or in connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s
gross negligence or willful misconduct. The Administrative Agent shall have the right to deduct
any amount owed to it by any Lender under this subsection 8.7 from any payment made by it to
such Lender hereunder and shall provide notice of such calculation to such Lender. The
agreements in this subsection 8.7 shall survive the payment of the Loans and all other amounts
payable hereunder.



      8.8 Administrative Agent in Its Individual Capacity. The Administrative Agent
and its affiliates may make loans to, accept deposits from and generally engage in any kind of
business with the Borrower as though the Administrative Agent were not the Administrative
Agent hereunder. With respect to its Loans made or renewed by it, the Administrative Agent
shall have the same rights and powers under this Agreement as any Lender and may exercise the
same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall
include the Administrative Agent in its individual capacity.



      8.9 Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 90 days’ notice to the Lenders and the Borrower and following the
appointment of a successor Administrative Agent in accordance with the provisions of this
subsection 8.9. If the Administrative Agent shall resign as Administrative Agent under this
Agreement, then the Majority Lenders shall appoint from among the Lenders willing to serve as
Administrative Agent a successor Administrative Agent for the Lenders, which successor
Administrative Agent shall be approved by the Borrower (which approval shall not be
unreasonably withheld), whereupon such successor Administrative Agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall
mean such successor Administrative Agent effective upon such appointment and approval, and
the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former Administrative


40







Agent or any of the parties to this Agreement or any holders of the obligations owing hereunder.
If no successor agent has accepted appointment as Administrative Agent by the date that is 90
days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume
and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the
Majority Lenders appoint a successor agent as provided for above. After any retiring
Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8 shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Agreement.



      8.10 Syndication Agents and Documentation Agent. Neither of the Syndication
Agents nor the Documentation Agent shall have any duties or responsibilities hereunder in their
capacities as such.



SECTION 9. MISCELLANEOUS



      9.1 Amendments and Waivers. Neither this Agreement, nor any terms hereof
may be amended, supplemented or modified except in accordance with the provisions of this
subsection 9.1. The Majority Lenders may, or, with the written consent of the Majority Lenders,
the Administrative Agent may, from time to time, (a) enter into with the Borrower written
amendments, supplements or modifications hereto for the purpose of adding any provisions to
this Agreement or changing in any manner the rights of the Lenders or of the Borrower hereunder
or (b) waive, on such terms and conditions as the Majority Lenders or the Administrative Agent,
as the case may be, may specify in such instrument, any of the requirements of this Agreement or
any Default or Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) reduce the principal amount of any
Loan, or reduce the stated rate of any interest or fee payable hereunder, or extend the scheduled
date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s
Commitment, in each case without the consent of each Lender directly affected thereby, or
(ii) amend, modify or waive any provision of this subsection 9.1 or reduce the percentage
specified in the definition of Majority Lenders, or consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement, in each case without the
written consent of all the Lenders, or (iii) amend, modify or waive any provision of Section 8 or
any other provision of this Agreement governing the rights or obligations of the Administrative
Agent without the written consent of the then Administrative Agent. Any such waiver and any
such amendment, supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Borrower, the Lenders, the Administrative Agent and all future holders of
the obligations owing hereunder. In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former position and rights hereunder, and any
Default or Event of Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or impair any right
consequent thereon.


41







      9.2 Notices. All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered by hand, or
four days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice,
when received, addressed as follows in the case of the Borrower and the Administrative Agent,
and as set forth in Schedule II in the case of the other parties hereto, or to such other address as
may be hereafter notified by the respective parties hereto and any future holders of the
obligations owing hereunder:



	 	 	 
	The Borrower:		
Delphi Automotive Systems Corporation

5725 Delphi Drive

Troy, Michigan 48098

Attention: Treasurer

Telecopy: (248) 813-2590

Telephone: (248) 813-2592
	
	
	
	
 


	The Administrative

Agent:		
The Chase Manhattan Bank

The Loan and Agency Services Group

One Chase Manhattan Plaza

8th Floor

New York, New York 10081

Attention: Lenora Kiernan

Telecopy: (212) 552-5650

Telephone: (212) 552-7309
	
	
	
	
 


	with a copy to:		
The Chase Manhattan Bank

270 Park Avenue

47(th) Floor

New York, New York 10017

Attention: Richard Duker

Telecopy: (212) 972-9854

Telephone: (212) 270-3057



provided that any notice, request or demand to or upon the Administrative Agent or the Lenders
pursuant to subsection 2.2, 2.3, 2.4, 2.5 and 2.6 shall not be effective until received.



      9.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.


42








      9.4 Survival of Representations and Warranties. All representations and
warranties made hereunder and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of this Agreement and
the making of the Loans hereunder.



      9.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses
reasonably incurred in connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable fees,
disbursements and other reasonable charges of counsel to the Administrative Agent, (b) to pay or
reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses
reasonably incurred in connection with the enforcement of any rights under this Agreement,
including, without limitation, the reasonable fees, disbursements and other reasonable charges of
counsel to the Administrative Agent and to the several Lenders (other than those incurred in
connection with the compliance by the relevant Lender with the provisions of subsection
2.18(a)), and (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless
from, any and all recording and filing fees and any and all liabilities with respect to, or resulting
from any delay by the Borrower in paying, stamp, excise and other taxes, if any, which may be
payable or determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of, this Agreement,
and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and
against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever (it being
understood that this shall not include the fees and disbursements of counsel to any of the Lenders
(other than Chase) in connection with (i) their review of this Agreement prior to the Closing Date
or (ii) prior to the occurrence of a Default or an Event of Default, any amendment or waiver to
this Agreement or any assignment to another Lender pursuant to the terms hereof) with respect to
the execution, delivery, enforcement, performance and administration of this Agreement (all the
foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that the
Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with
respect to indemnified liabilities arising from the gross negligence or willful misconduct of the
Administrative Agent or any such Lender. The agreements in this subsection 9.5 shall survive
repayment of the Loans and all other amounts payable hereunder.



      9.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the
Administrative Agent, all future holders of the obligations owing hereunder and their respective
successors and assigns, except that the Borrower may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each Lender.


      (b) Any Lender may, in the ordinary course of its business and in accordance with
applicable law, at any time sell to one or more banks, financial institutions or other entities


43








(“Participants”) participating interests in any Loan owing to such Lender, any Commitment of
such Lender or any other interest of such Lender hereunder; provided that such Lender shall have
given prior written notice to the Borrower of the identity of such Participant. In the event of any
such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under
this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall
remain solely responsible for the performance thereof, such Lender shall remain the holder of any
obligation owing to it hereunder for all purposes under this Agreement, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. In no event shall any Participant
under any such participation have any right to approve any amendment or waiver of any
provision of this Agreement, or any consent to any departure by the Borrower therefrom, except
to the extent that such amendment, waiver or consent would reduce the principal of, or interest
on, the Loans or any fees payable hereunder, or postpone the date of the final maturity of the
Loans, in each case to the extent subject to such participation. The Borrower hereby agrees that
each Participant shall be entitled to the benefits of subsections 2.15, 2.16 and 2.17 with respect to
its participation in the Commitments and the Loans outstanding from time to time as if it was a
Lender; provided that no Participant shall be entitled to receive any greater amount pursuant to
any such subsection than the transferor Lender would have been entitled to receive in respect of
the amount of the participation transferred by such transferor Lender to such Participant had no
such transfer occurred.


      (c) Any Lender may, in the ordinary course of its business and in accordance with
applicable law, at any time and from time to time assign to any Lender or any affiliate thereof
(other to an affiliate of a Lender, if such assignment would result in increased costs to the
Borrower) or, with the consent of the Borrower (which shall not be unreasonably withheld) and
the Administrative Agent, to an additional bank or financial institution (an “Assignee”) all or any
part of its rights and obligations under this Agreement pursuant to an Assignment and
Acceptance, substantially in the form of Exhibit E, executed by such Assignee, such assigning
Lender (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by the
Borrower and the Administrative Agent) and delivered to the Administrative Agent for its
acceptance and recording in the Register; provided that, unless the Borrower and the
Administrative Agent otherwise consent, any such assignment to an Assignee which is not a
Lender (before giving effect to such assignment) or an affiliate thereof shall be in a minimum
amount of $5,000,000. Upon such execution, delivery, acceptance and recording, from and after
the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such Assignment and
Acceptance, have the rights and obligations of (and be) a Lender hereunder with a Commitment
as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a
party hereto). Notwithstanding anything to the contrary contained herein, any Lender may sell,
transfer, assign or grant participations in all or any part of the Competitive Loans made by it.


44









      (d) The Administrative Agent shall maintain at its address referred to in
subsection 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the
“Register”) for the recordation of the names and addresses of the Lenders and the Commitment
of, and principal amount of the Loans owing to, each Lender from time to time. The entries in
the Register shall be prima facie evidence of the existence and amounts of the obligations of the
Borrower therein recorded, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register as the owner of the Loan recorded
therein for all purposes of this Agreement. The Register shall be available for inspection and
copying by the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the
Borrower on a monthly basis.


      (e) Upon its receipt of an Assignment and Acceptance executed by an assigning
Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an affiliate
thereof, by the Borrower and the Administrative Agent) together with payment by the Lender to
the Administrative Agent of a registration and processing fee of $3,500, the Administrative
Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the Register and give
notice of such acceptance and recordation to the assigning Lender, its Assignee and the
Borrower.


      (f) The Borrower authorizes each Lender to disclose to any prospective
Participant, any Participant or any prospective Assignee (each, a “Transferee”) any and all
financial information in such Lender’s possession concerning the Borrower and its affiliates
which has been delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to all Lenders by or on behalf of the Borrower in
connection with their respective credit evaluations of the Borrower and its affiliates prior to
becoming a party to this Agreement; provided that (i) such Transferee has executed and delivered
to the Borrower a written confidentiality agreement substantially in the form of that which has
been executed and delivered by each Lender prior to the date hereof and (ii) in the case of any
information other than that contained in the Confidential Information Memorandum, the
Borrower has been informed of the identity of such Transferee and has consented to the
disclosure of such information thereto. Nothing contained in this subsection 9.6(f) shall be
deemed to prohibit the delivery to any Transferee of any financial information which is otherwise
publicly available.


      (g) Nothing herein shall prohibit any Lender from pledging or assigning all or any
portion of its Loans to any Federal Reserve Bank in accordance with applicable law. In order to
facilitate such pledge or assignment, the Borrower hereby agrees that, upon request of any Lender
at any time and from time to time after the Borrower has made its initial borrowing hereunder,
the Borrower shall provide to such Lender, at the Borrower’s own expense, a Note evidencing the
Revolving Credit Loans owing to such Lender.



      9.7 Adjustments. If any Lender (a “benefitted Lender”) shall at any time receive
any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect


45









thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the
nature referred to in Section 7(g), or otherwise), such that it has received aggregate payments or
collateral on account of its Loans in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Loans which are then due
and payable, or interest thereon, such benefitted Lender shall purchase for cash from the other
Lenders a participating interest in such portion of each such other Lender’s Loans, or shall
provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefitted Lender to share the excess payment or benefits of
such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such benefitted Lender,
such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of
such recovery, but without interest.



      9.8 Counterparts. (a) This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by telecopy), and all
of said counterparts taken together shall be deemed to constitute one and the same instrument. A
set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower
and the Administrative Agent.


      (b) By its signature hereto, each Lender hereby agrees that this Agreement shall
become effective immediately upon the execution and delivery on June 23, 2000 by the Borrower
and the Administrative Agent of this Agreement. In the event that this Agreement has not been
duly executed and delivered by each Person listed on the signature pages hereto (other than the
Borrower and the Administrative Agent, with respect to which the execution and delivery of this
Agreement shall be a condition precedent to its effectiveness) on or before the date upon which
this Agreement becomes effective in accordance with the immediately preceding sentence, this
Agreement shall nevertheless become effective with respect to those Persons who have executed
and delivered it on or before such effective date and those Persons who have not executed and
delivered it (such Persons, the “Non-Executing Banks”) shall be deemed not to be Lenders
hereunder.


      (c) On the date of effectiveness of this Agreement, the Borrower may (after
consultation with the Administrative Agent) designate one or more Lenders (the “Designated
Lenders”) to assume the Commitments which would have been held by the Non-Executing Banks
and, if the Designated Lenders agree to assume such Commitments, (i) Schedules I and II shall be
deemed to be amended to reflect such increase in the respective Commitment of each Designated
Lender and the omission of each Non-Executing Bank as a Lender hereunder and (ii) the
respective Commitment of each Designated Lender shall be deemed to be such increased amount
for all purposes hereunder.


      (d) Notwithstanding anything to the contrary contained herein, (i) the
Commitment of a Lender shall not be increased (without the prior written consent of such
Lender) as a result of the failure of any other Person to execute and deliver this Agreement or
otherwise and (ii) in no event shall the aggregate Commitments of all Lenders exceed
$2,000,000,000.


46









      9.9 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



      9.10 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.



      9.11 WAIVERS OF JURY TRIAL. THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



      9.12 Confidentiality. Each of the Administrative Agent, the Issuing Lender and
the Lenders agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its and its affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent required by
any regulatory authority, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this subsection, to any Assignee of or Participant in,
or any prospective Assignee of or Participant in, any of its rights or obligations under this
Agreement, (g) with the consent of the Borrower or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this subsection or (ii) becomes
available to the Administrative Agent, the Issuing Lender or any Lender on a nonconfidential
basis from a source other than the Borrower. For the purposes of this Section, “Information”
means all information received from the Borrower relating to the Borrower or its business, other
than any such information that is available to the Administrative Agent, the Issuing Lender or any
Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case
of information received from the Borrower after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this subsection shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information.


47









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



	 
	DELPHI AUTOMOTIVE SYSTEMS

CORPORATION
	 
	By:

     Name:

     Title:
	 
	THE CHASE MANHATTAN BANK, as

Administrative Agent and as a Lender
	 
	By:

     Name:

     Title:
	 
	BANK OF AMERICA, NATIONAL

ASSOCIATION, as Syndication Agent and as a

Lender
	 
	By:

     Name:

     Title:
	 
	BANK ONE, N.A., as Syndication Agent and as a

Lender
	 
	By:

     Name:

     Title:
	 
	BARCLAYS BANK PLC, as Syndication Agent

and as a Lender
	 
	By:

     Name:

     Title:
	 
	CITIBANK, N.A., as Syndication Agent and as a

Lender
	 
	By:

     Name:

     Title:












	 
	DEUTSCHE BANK AG

NEW YORK BRANCH, as Syndication Agent
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:
	 
	DEUTSCHE BANK AG

NEW YORK BRANCH AND/OR CAYMAN

ISLANDS BRANCH, as a Lender
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:
	 
	DRESDNER BANK AG, NEW YORK AND

GRAND CAYMAN BRANCHES, as Syndication

Agent and as a Lender
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:
	 
	AUSTRALIA AND NEW ZEALAND BANKING

GROUP LIMITED
	 
	By:

     Name:

     Title:
	 
	BANCA COMMERCIALE ITALIANA - NEW

YORK BRANCH
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:












	 
	BANCA DI ROMA
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:
	 
	FLEETBOSTON, N.A
	 
	By:

     Name:

     Title:
	 
	THE BANK OF NEW YORK
	 
	By:

     Name:

     Title:
	 
	THE BANK OF NOVA SCOTIA
	 
	By:

     Name:

     Title:
	 
	BANK OF TOKYO - MITSUIBISHI TRUST

COMPANY
	 
	By:

     Name:

     Title:
	 
	BAYERISCHE LANDESBANK

GIROZENTRALE

CAYMAN ISLANDS BRANCH
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:












	 
	CREDIT INDUSTRIEL ET COMMERCIAL
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:
	 
	COMERICA BANK
	 
	By:

     Name:

     Title:
	 
	COMMERZBANK AG

NEW YORK AND GRAND CAYMAN

BRANCHES
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:
	 
	CREDIT LYONNAIS, CHICAGO BRANCH
	 
	By:

     Name:

     Title:
	 
	DAI ICHI KANGYO BANK LTD
	 
	By:

     Name:

     Title:
	 
	FIRST UNION NATIONAL BANK
	 
	By:

     Name:

     Title:












	 
	BAYERISCHE HYPO-UND VEREINSBANK AG

NEW YORK BRANCH
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:
	 
	INDUSTRIAL BANK OF JAPAN, LIMITED,

NEW YORK BRANCH
	 
	By:

     Name:

     Title:
	 
	KBC BANK N.V
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:
	 
	KEYBANK NATIONAL ASSOCIATION
	 
	By:

     Name:

     Title:
	 
	HSBC BANK USA
	 
	By:

     Name:

     Title:
	 
	HSBC BANK PLC
	 
	By:

     Name:

     Title:












	 
	NATIONAL WESTMINSTER BANK PLC

NEW YORK BRANCH
	 
	By:

     Name:

     Title:
	 
	NATIONAL WESTMINSTER BANK PLC

NASSAU BRANCH
	 
	By:

     Name:

     Title:
	 
	THE NORTHERN TRUST COMPANY
	 
	By:

     Name:

     Title:
	 
	THE SANWA BANK, LTD

NEW YORK BRANCH
	 
	By:

     Name:

     Title:
	 
	SOCIETE GENERALE
	 
	By:

     Name:

     Title:
	 
	TORONTO DOMINION (TEXAS), INC
	 
	By:

     Name:

     Title:
	 
	ABN AMRO BANK N.V
	 
	By:

     Name:

     Title:
	 
	By:

     Name:

     Title:
	 
	ARAB BANKING CORPORATION (B.S.C.)

NEW YORK BRANCH
	 
	By:

     Name:

     Title:
	 
	THE NORINCHUKIN BANK, NEW YORK

BRANCH
	 
	By:

     Name:

     Title: