ex10-o





EXHIBIT 10(o)




$1,500,000,000


5-YEAR

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			18	
	
	
	
	

	SECTION 2. AMOUNT AND TERMS OF THE FACILITIES			19	
	
	
	
	

		2.1 Amount and Terms of the U.S. Commitments			19	
	
	
	
	

		2.2 Amounts and Terms of the Multicurrency Commitments			20	
	
	
	
	

		2.3 Competitive Borrowings			21	
	
	
	
	

		2.4 Terms of Swing Line Commitment			24	
	
	
	
	

		2.5 Extension of Termination Date			27	
	
	
	
	

		2.6 Termination or Reduction of Commitments			29	
	
	
	
	

		2.7 Prepayments			29	
	
	
	
	

		2.8 Conversion and Continuation Options			30	
	
	
	
	

		2.9 Minimum Amounts of Tranches			31	
	
	
	
	

		2.10 Repayment of Loans; Evidence of Debt			31	
	
	
	
	

		2.11 Interest Rates and Payment Dates			32	
	
	
	
	

		2.12 Facility Fee			34	
	
	
	
	

		2.13 Computation of Interest and Fees			34	
	
	
	
	

		2.14 Inability to Determine Interest Rate			35	
	
	
	
	

		2.15 Pro Rata Treatment and Payments			36	
	
	
	
	

		2.16 Illegality			37	
	
	
	
	

		2.17 Increased Costs			38	
	
	
	
	

		2.18 Taxes			39	
	
	
	
	

		2.19 Indemnity			40	
	
	
	
	

		2.20 Notice of Amounts Payable; Relocation of Lending Office; Mandatory Assignment
			41	
	
	
	
	

	SECTION 3. LETTERS OF CREDIT			42	
	
	
	
	

		3.1 L/C Commitment			42	
	
	
	
	

		3.2 Procedure for Issuance of Letter of Credit			42	
	
	
	
	

		3.3 Fees and Other Charges			43	
	
	
	
	

		3.4 L/C Participations			43	
	
	
	
	

		3.5 Reimbursement Obligation of the Borrower			44	
	
	
	
	

		3.6 Obligations Absolute			44	
	
	
	
	

		3.7 Letter of Credit Payments			45	
	
	
	
	

		3.8 Applications			45	
	
	
	
	

	SECTION 4. REPRESENTATIONS AND WARRANTIES			45	
	
	
	
	

		4.1 Financial Condition			45	
	
	
	
	

		4.2 Corporate Existence; Compliance with Law			45	
	
	
	
	

		4.3 Corporate Power; Authorization; Enforceable Obligations			45	
	
	
	
	

		4.4 No Legal Bar; No Default			46	
	
	
	
	

		4.5 No Material Litigation			46	



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			Page
	
	
	
	

		4.6 Federal Regulations			46	
	
	
	
	

		4.7 Investment Company Act			46	
	
	
	
	

		4.8 ERISA			46	
	
	
	
	

		4.9 No Material Misstatements			46	
	
	
	
	

		4.10 Environmental Matters			47	
	
	
	
	

		4.11 Subsidiaries			47	
	
	
	
	

		4.12 Purpose of Loans			47	
	
	
	
	

	SECTION 5. CONDITIONS PRECEDENT			47	
	
	
	
	

		5.1 Conditions to Initial Extensions of Credit			47	
	
	
	
	

		5.2 Conditions to Each Extension of Credit			48	
	
	
	
	

	SECTION 6. AFFIRMATIVE COVENANTS			49	
	
	
	
	

		6.1 Financial Statements			49	
	
	
	
	

		6.2 Certificates; Other Information			49	
	
	
	
	

		6.3 Notices			50	
	
	
	
	

		6.4 Conduct of Business and Maintenance of Existence			50	
	
	
	
	

		6.5 Books and Records			50	
	
	
	
	

		6.6 Environmental Laws			51	
	
	
	
	

	SECTION 7. NEGATIVE COVENANTS			51	
	
	
	
	

		7.1 Consolidated Leverage Ratio			51	
	
	
	
	

		7.2 Indebtedness			51	
	
	
	
	

		7.3 Liens			51	
	
	
	
	

		7.4 Sale-Leasebacks			52	
	
	
	
	

		7.5 Merger, Consolidation, etc.			52	
	
	
	
	

	SECTION 8. EVENTS OF DEFAULT			52	
	
	
	
	

	SECTION 9. THE ADMINISTRATIVE AGENT			55	
	
	
	
	

		9.1 Appointment			55	
	
	
	
	

		9.2 Delegation of Duties			55	
	
	
	
	

		9.3 Exculpatory Provisions			55	
	
	
	
	

		9.4 Reliance by Administrative Agent			56	
	
	
	
	

		9.5 Notice of Default			56	
	
	
	
	

		9.6 Non-Reliance on Administrative Agent and Other Lenders			56	
	
	
	
	

		9.7 Indemnification			57	
	
	
	
	

		9.8 Administrative Agent in Its Individual Capacity			57	
	
	
	
	

		9.9 Successor Administrative Agent			57	
	
	
	
	

		9.10 Syndication Agents and Documentation Agent			58	
	
	
	
	

	SECTION 10. MISCELLANEOUS			58	
	
	
	
	

		10.1 Amendments and Waivers			58	
	
	
	
	

		10.2 Notices			59	
	
	
	
	

		10.3 No Waiver; Cumulative Remedies			60	
	
	
	
	

		10.4 Survival of Representations and Warranties			61	
	
	
	
	

		10.5 Payment of Expenses and Taxes			61	
	
	
	
	

		10.6 Successors and Assigns; Participations and Assignments			61	



-ii-








	 	 	 	 	 	 	 
			Page
	
	
	
	

		10.7 Adjustments			64	
	
	
	
	

		10.8 Loan Conversion/Participations			64	
	
	
	
	

		10.9 Counterparts			65	
	
	
	
	

		10.10 Severability			66	
	
	
	
	

		10.11 GOVERNING LAW			67	
	
	
	
	

		10.12 WAIVERS OF JURY TRIAL			67	
	
	
	
	

		10.13 Confidentiality			68	
	
	
	
	

	SCHEDULES
	
	
	
	

	I	Commitments; Competitive Bid Lenders
	
	
	
	

	II	Addresses for Notices
	
	
	
	

	III	Administrative Schedule
	
	
	
	

	4.11	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 U.S. Revolving Credit Loans



-iii-







AMENDED & RESTATED COMPETITIVE ADVANCE AND REVOLVING


CREDIT FACILITY, dated as of June 23, 2000 (amending and restating 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.




		
	 	      “Adjusted Aggregate Committed Outstandings”: with respect to each Lender, the
Aggregate Total Outstandings of such Lender, plus the amount of any participating
interests purchased by such Lender pursuant to subsection 10.8, minus the amount of any
participating interests sold by such Lender pursuant to subsection 10.8.




		
	 	      “Administrative Schedule”: Schedule III, which contains interest rate definitions
and administrative information in respect of each Available Foreign Currency.




		
	 	      “Aggregate Available Multicurrency Commitments”: as at any date of
determination with respect to all Multicurrency Lenders, an amount in Dollars equal to
the Available Multicurrency Commitments of all Multicurrency Lenders on such date.












		
	 	      “Aggregate Available U.S. Commitments”: as at any date of determination with
respect to all U.S. Lenders, an amount in Dollars equal to the Available U.S.
Commitments of all U.S. Lenders on such date.




		
	 	      “Aggregate Multicurrency Outstandings”: as at any date of determination with
respect to any Multicurrency Lender, an amount in the applicable Available Foreign
Currencies equal to the aggregate unpaid principal amount of such Lender’s
Multicurrency Loans.




		
	 	      “Aggregate Total Outstandings”: as at any date of determination with respect to
any Lender, an amount in Dollars equal to the sum of (a) the Aggregate U.S.
Outstandings of such Lender and (b) the Dollar Equivalent of the Aggregate
Multicurrency Outstandings of such Lender.




		
	 	      “Aggregate U.S. Commitments”: the aggregate amount of the U.S. Commitments
of all the Lenders. As of the date of this Agreement, the Aggregate U.S. Commitments
are U.S.$1,500,000,000.




		
	 	      “Aggregate U.S. Outstandings”: as at any date of determination with respect to
any U.S. Lender, an amount in Dollars equal to the sum of (a) the aggregate unpaid
principal amount of such U.S. Lender’s U.S. Revolving Credit Loans on such date, (b)
such U.S. Lender’s U.S. Commitment Percentage of the aggregate unpaid principal
amount of all Swing Line Loans denominated in Dollars on such date, (c) such U.S.
Lender’s U.S. Commitment Percentage of the Dollar Equivalent of the aggregate unpaid
principal amount of all Swing Line Loans denominated in Euro and Sterling on such date,
(d) such U.S. Lender’s U.S. Commitment Percentage of the aggregate L/C Obligations
and (e) such U.S. Lender’s U.S. Commitment Percentage of the Competitive Loans then
outstanding.




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




		
	 	      “Alternate Swing Line Foreign Currencies”: Any available and freely-convertible
non-Dollar currency other than Pounds Sterling and Euro, selected by the Borrower and
approved by the Administrative Agent and all of the Swing Line Lenders.




		
	 	      “Alternate Swing Line Currency Cost of Funds Loan”: Swing Line Loans
denominated in any Alternate Swing Line Foreign Currency the rate of interest applicable
to which is based upon the Cost of Funds.




		
	 	      “Applicable Margin”: as defined in subsection 2.11(g).




		
	 	      “Application”: an application, in such form as the Issuing Lender may specify
from time to time, requesting the Issuing Lender to open a Letter of Credit.




		
	 	      “Assignee”: as defined in subsection 10.6(c).




2











		
	 	      “Available Foreign Currencies”: Pounds Sterling, Euro, and any other available
and freely-convertible non-Dollar currency selected by the Borrower and approved by the
Administrative Agent and the Majority Multicurrency Lenders in the manner described in
subsection 10.1(b).




		
	 	      “Available Multicurrency Commitment”: as at any date of determination with
respect to any Multicurrency Lender (after giving effect to the making and payment of
any U.S. Revolving Credit Loans required to be made on such date pursuant to subsection
2.1(c)), an amount in U.S. Dollars equal to the lesser of (a) the excess, if any, of (i) the
amount of such Multicurrency Lender’s Multicurrency Commitment in effect on such date
over (ii) the U.S. Dollar Equivalent of the Aggregate Multicurrency Outstandings of such
Multicurrency Lender on such date and (b) the excess, if any, of (i) the amount of such
Multicurrency Lender’s U.S. Commitment in effect on such date over (ii) the Aggregate
Total Outstandings of such Multicurrency Lender on such date.




		
	 	      “Available U.S. Commitment”: as at any date of determination with respect to
any U.S. Lender (after giving effect to the making and payment of any U.S. Revolving
Credit Loans required to be made on such date pursuant to subsection 2.1(c)), an amount
in Dollars equal to the excess, if any, of (a) the amount of such U.S. Lender’s U.S.
Commitment in effect on such date over (b) the Aggregate Total Outstandings of such
U.S. Lender on such date.




		
	 	      “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).




		
	 	      “Borrowing Date”: a date on which a Borrowing is made hereunder.




		
	 	      “Business Day”: (a) when such term is used in respect of a day on which a Loan
in an Available Foreign Currency is to be made, a payment is to be made in respect of
such Loan, a Spot Exchange Rate is to be set in respect of such Available Foreign
Currency or any other dealing in such Available Foreign Currency is to be carried out
pursuant to this Agreement, such term shall mean a London Banking Day which is also a
day on which banks are open for general banking business in (x) the city which is the
principal financial center of the country of issuance of such Available Foreign Currency
(or, in the case of Multicurrency Loans and Swing Line Loans in Pounds Sterling, Paris)
or (y) in the case of Euro only, Frankfurt am Main, Germany (or such other principal
financial center as the Administrative Agent may from time to time designate for this
purpose), and (b) when such term is used in any context in this Agreement (including as
described in the foregoing clause (a), such term shall mean a day which, in addition to
complying with any applicable requirements set forth in the foregoing clause (a), is 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 such term is used for the




3









		
	 	purpose of determining the date on which the Eurocurrency Rate is determined under this
Agreement for any Multicurrency Loan denominated in Euro for any Interest Period
therefor and for purposes of determining the first and last day of any such Interest Period,
references in this Agreement to Business Days shall be deemed to be references to Target
Operating Days.




		
	 	      “Chase”: The Chase Manhattan Bank.




		
	 	      “Closing Date”: the date hereof, provided that each of the conditions precedent
set forth in subsection 5.1 shall have been satisfied.




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




		
	 	      “Committed Outstandings Percentage”: on any date with respect to any Lender,
the percentage which the Adjusted Aggregate Committed Outstandings of such Lender
constitutes of the Adjusted Aggregate Committed Outstandings of all Lenders.




		
	 	      “Commitments”: the collective reference to the U.S. Commitments and the
Multicurrency Commitments.




		
	 	      “Commitment Period”: as to any Lender, the period from and including the date
hereof to but not including the Termination Date, as such date may be extended from time
to time with respect to such Lender in accordance with subsection 2.5, or such earlier date
on which the Commitments shall terminate as provided herein.




		
	 	      “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 U.S. 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 U.S. Lender
pursuant to subsection 2.3, (i) in the case of a Eurodollar Rate 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 U.S. 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 U.S. Lender or U.S. Lenders whose Competitive




4









		
	 	      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 Rate Competitive Loan
or a Fixed Rate Loan denominated in Dollars) made by a U.S. 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 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.




5









		
	 	      “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.




		
	 	      “Continuing Lenders”: as defined in subsection 2.5(a).




		
	 	      “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.




		
	 	      “Conversion Date”: any date on which either (a) an Event of Default under
Section 8(g) has occurred or (b) the Commitments shall have been terminated prior to the
Termination Date and/or the Loans shall have been declared immediately due and
payable, in either case pursuant to Section 8.




		
	 	      “Converted Loans”: as defined in subsection 10.8(a).




		
	 	      “Cost of Funds”: the rate of interest per annum maintained by the Swing Line
Lender that has advanced or is owed the relevant amount as the rate of interest reasonably
determined by such Swing Line Lender (after consultation with the Borrower, if
practicable) to reflect the cost of funds in respect of which such determination is made.




		
	 	      “Default”: any of the events specified in Section 8, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other condition, has
been satisfied.




		
	 	      “Dollar Equivalent”: on any date of determination, with respect to any amount in
any Available Foreign Currency or Alternate Swing Line Foreign Currency, the
equivalent in Dollars of such amount, determined by the Administrative Agent using the
Spot Exchange Rate with respect to such Available Foreign Currency or Alternate Swing
Line Foreign Currency, as the case may be, then in effect.




		
	 	      “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.




		
	 	      “EMU Legislation”: legislative measures of the European Council (including
without limitation European Council regulations) for the introduction of, changeover to or
operation of the Euro.




6









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




		
	 	      “Euro” and “E”: the single currency of Participating Member States introduced in
accordance with the provisions of Article 109(1)4 of the Treaty and, in respect of all
payments to be made under this Agreement in Euro, means immediately available, freely
transferable funds.




		
	 	      “Euro Cost of Funds Loan”: Swing Line Loans denominated in Euros the rate of
interest applicable to which is based upon the Cost of Funds.




		
	 	      “Eurocurrency Rate”: with respect to each Interest Period pertaining to a
Multicurrency Loan, the Eurocurrency Rate determined for such Interest Period and the
Available Foreign Currency in which such Multicurrency Loan is denominated in the
manner set forth in the Administrative Schedule.




		
	 	      “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.




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




Eurocurrency Rate




1.00 — Eurocurrency Liabilities


7










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




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




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




		
	 	      “Eurodollar Rate”: with respect to each day during each Interest Period pertaining
to a Eurodollar Rate 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 Telerate Service 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 Telerate Service (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 Rate
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 Rate Loan to be outstanding during such Interest Period.






		
	 	      “Eurodollar Reserve Rate”: with respect to each day during each Interest Period
pertaining to a Eurodollar Rate 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 U.S. 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 8; provided that any
requirement for the giving of notice, the lapse of time, or both, or any other condition, has
been satisfied.




		
	 	      “Extended Termination Date”: as defined in subsection 2.5(a).




		
	 	      “Extension Date”: as defined in subsection 2.5(a).




		
	 	      “Extension Notice”: as defined in subsection 2.5(a).



8











		
	 	      “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.




		
	 	      “First Lender”: as defined in subsection 10.8(c).




		
	 	      “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.




		
	 	      “Funding Commitment Percentage”: as at any date of determination (after giving
effect to the making and payment of any Loans made on such date pursuant to subsection
2.1(c)), with respect to any U.S. Lender, that percentage which the Available U.S.
Commitment of such U.S. Lender then constitutes of the Aggregate Available U.S.
Commitments.




		
	 	      “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 4.1(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
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 including, without limitation, the European
Central Bank.




		
	 	      “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




9











		
	 	      biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of
any nature regulated pursuant to any Environmental Law.




		
	 	      “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, Euro Cost of Funds Loan or
Sterling Cost of Funds 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 Rate Loan, Fixed Rate Loan or Multicurrency Loan having an Interest
Period of three months or 90 days, as the case may be, or less, the last day of the Interest
Period applicable thereto and (c) as to any Eurodollar Rate Loan, Fixed Rate Loan or
Multicurrency 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 Rate Loan or Multicurrency
Loan:




		
	 	      (i) initially, the period commencing on the borrowing or conversion date, as
the case may be, with respect to such Eurodollar Rate Loan or Multicurrency Loan
and ending one, two, three or six (or if available to all the Lenders (or, in the case
of Eurodollar Rate 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 Rate Loan or Multicurrency Loan
and ending one, two, three or six (or if available to all the Lenders (or, in the case
of Eurodollar Rate 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






10





		
	 	      (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
Rate Loan or Multicurrency 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;




			
	 	 	      (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; and




			
	 	 	      (3) any Interest Period applicable to a Eurodollar Rate Loan or
Multicurrency Loan that would otherwise extend beyond the Termination Date
shall end on 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.




		
	 	      “Issuing Lender”: the collective reference to Chase or any of its affiliates, in its
capacity as issuer of any Letter of Credit.




		
	 	      “L/C Commitment”: $250,000,000.




		
	 	      “L/C Fee Payment Date”: the last day of each March, June, September and
December and the last day of the Commitment Period.




		
	 	      “L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate
then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the
aggregate amount of drawings under Letters of Credit which have not then been
reimbursed pursuant to subsection 3.5.




		
	 	      “L/C Participants”: the collective reference to all the U.S. Lenders other than the
Issuing Lender.




		
	 	      “Lender”: a U.S. Lender or a Multicurrency Lender, as the context shall require;
collectively, the “Lenders.”




		
	 	      “Letters of Credit”: as defined in subsection 3.1(a).




11









		
	 	      “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.




		
	 	      “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




12









		
	 	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.




		
	 	      “Loan”: a Competitive Loan, a U.S. Revolving Credit Loan, a Multicurrency
Loan or a Swing Line Loan, as the context shall require; collectively, the “Loans.”




		
	 	      “Loans to be Converted”: as defined in subsection 10.8(a).




		
	 	      “London Banking Day”: any day on which banks in London are open for general
banking business, including dealings in foreign currency and exchange.




		
	 	      “Majority Lenders”: (a) at any time prior to the termination of the U.S.
Commitments, the Majority U.S. Lenders; and (b) at any time after the termination of the
U.S. Commitments, Lenders whose Aggregate Total Outstandings aggregate more than
50% of the Aggregate Total Outstandings of all Lenders; provided that for purposes of
this definition the Aggregate Total Outstandings of each Lender shall be adjusted up or
down so as to give effect to any participations purchased or sold pursuant to subsection
10.8.




		
	 	      “Majority Multicurrency Lenders”: at any time, Multicurrency Lenders whose
Multicurrency Commitment Percentages aggregate more than 50%.




		
	 	      “Majority U.S. Lenders”: at any time, U.S. Lenders whose U.S. Commitment
Percentages aggregate more than 50%.




		
	 	      “Margin”: as to any Eurodollar Rate 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.




13











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




		
	 	      “Multicurrency Commitment”: as to any Multicurrency Lender at any time, its
obligation to make Multicurrency Loans to the Borrower in an aggregate amount in
Available Foreign Currencies of which the Dollar Equivalent does not exceed at any time
outstanding the lesser of (a) the amount set forth opposite such Multicurrency Lender’s
name in Schedule I under the heading “Multicurrency Commitment”, and (b) the U.S.
Commitment of such Multicurrency Lender, in each case as such amount may be changed
from time to time pursuant to the terms hereof. As of the date of this Agreement, the
maximum aggregate amount of the Multicurrency Commitments of the Multicurrency
Lenders is U.S.$750,000,000.




		
	 	      “Multicurrency Commitment Percentage”: as to any Multicurrency Lender at any
time, the percentage which such Multicurrency Lender’s Multicurrency Commitment then
constitutes of the aggregate Multicurrency Commitments (or, if the Multicurrency
Commitments have terminated or expired, the percentage which (a) the Dollar Equivalent
of the Aggregate Multicurrency Outstandings of such Multicurrency Lender at such time
constitutes of (b) the Dollar Equivalent of the Aggregate Multicurrency Outstandings of
all Multicurrency Lenders at such time).




		
	 	      “Multicurrency Lender”: each Lender having an amount greater than zero set
forth opposite such Lender’s name in Schedule I under the heading “Multicurrency
Commitment.”




		
	 	      “Multicurrency Loans”: as defined in subsection 2.2(a).




		
	 	      “Non-Extending Lenders”: as defined in subsection 2.5(a).




		
	 	      “Non-Multicurrency Lender”: each U.S. Lender which is not a Multicurrency
Lender.




		
	 	      “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 U.S. Revolving Credit Loans, substantially in the form of Exhibit G.




		
	 	      “Notice of Multicurrency Loan Borrowing”: with respect to a Multicurrency
Loan, a notice from the Borrower in respect of such Loan, containing the information in
respect of such Loan and delivered to the Person, in the manner and by the time, specified
for a Notice of Multicurrency Loan Borrowing in respect of the currency of such Loan in
the Administrative Schedule.




		
	 	      “Original Closing Date”: January 4, 1999.




		
	 	      “Other Lender”: as defined in subsection 10.8(c).




14












		
	 	      “Participant”: as defined in subsection 10.6(b).




		
	 	      “Participating Member State”: each state as described in any EMU Legislation.




		
	 	      “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.




		
	 	      “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.




		
	 	      “Quotation Day”: in respect of the determination of the Eurocurrency Rate for any
Interest Period for Multicurrency Loans in any Available Foreign Currency, the day on
which quotations would ordinarily be given by prime banks in the London interbank
market (or, if such Available Foreign Currency is Pounds Sterling, in the Paris interbank
market) for deposits in such Available Foreign Currency for delivery on the first day of
such Interest Period; provided, that if quotations would ordinarily be given on more than
one date, the Quotation Day for such Interest Period shall be the last of such dates. On
the date hereof, the Quotation Day in respect of any Interest Period for any Available
Foreign Currency (other than Euros) is customarily the last London Banking Day prior to
the beginning of such Interest Period which is (a) at least two London Banking Days prior
to the beginning of such Interest Period and (b) a day on which banks are open for general
banking business in the city which is the principal financial center of the country of issue
of such Available Foreign Currency (and, in the case of Pounds Sterling, in Paris); and
the Quotation Day in respect of any Interest Period for Euros is the day which is two
Target Operating Days prior to the first day of such Interest Period.




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




		
	 	      “Refunded Swing Line Loans”: as defined in subsection 2.4(b).




		
	 	      “Refunding Date”: as defined in subsection 2.4(b).




		
	 	      “Register”: as defined in subsection 10.6(d).




		
	 	      “Reimbursement Obligation”: the obligation of the Borrower to reimburse the
Issuing Lender pursuant to subsection 3.5 for amounts drawn under Letters of Credit.




15












		
	 	      “Requested Multicurrency Loans”: as defined in subsection 2.1(c).




		
	 	      “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.




		
	 	      “Sale-Leasebacks”: as defined in subsection 7.4.




		
	 	      “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.




		
	 	      “Spot Exchange Rate”: with respect to any Available Foreign Currency or
Alternate Swing Line Foreign Currency on a particular date, the rate at which such
Available Foreign Currency or Alternate Swing Line Foreign Currency, as the case may
be, may be exchanged into Dollars in London, as set forth on the relevant page of the
Telerate Screen applicable to such Available Foreign Currency or Alternate Swing Line
Foreign Currency, as the case may be, as reasonably determined by the Administrative
Agent. In the event that such rate does not appear on any such page, the Spot Exchange
Rate with respect to such Available Foreign Currency or Alternate Swing Line Foreign
Currency, as the case may be, shall be determined by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Borrower or, in the absence of such agreement, such Spot
Exchange Rate shall instead be determined by reference to the Administrative Agent’s
spot rate of exchange quoted to prime banks in London in the London interbank market
where its foreign currency exchange operations in respect of such Available Foreign
Currency or Alternate Swing Line Foreign Currency, as the case may be, are then being
conducted, at or about noon, local time, at such date for the purchase of Dollars with such
Available Foreign Currency or Alternate Swing Line Foreign Currency, as the case may
be, for delivery on a spot basis; provided, however, that if at the time of any such
determination, for any reason, no such spot rate is being quoted and no other methods for
determining the Spot Exchange Rate can be determined as set forth above, the
Administrative Agent may use any reasonable method it deems applicable (after
consultation with the Borrower if practicable) to determine such rate, and such
determination shall be conclusive absent manifest error.




		
	 	      “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.




		
	 	      “Sterling”
and “£”: pounds Sterling in lawful currency of the United Kingdom.




		
	 	      “Sterling Cost of Funds Loan”: Swing Line Loans denominated in Sterling the
rate of interest applicable to which is based upon the Cost of Funds.




16











		
	 	      “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.




		
	 	      “Swing Line Commitment”: the obligation of the Swing Line Lenders to make
Swing Line Loans pursuant to subsection 2.4 in an aggregate principal amount for all
Swing Line Loans of all Swing Line Lenders at any one time outstanding not to exceed
$500,000,000.




		
	 	      “Swing Line Lender”: Chase or any other Lender or Lenders selected by the
Borrower and acceptable to the Administrative Agent and such Lender, in its capacity as
the lender of Swing Line Loans (collectively, the “Swing Line Lenders”).




		
	 	      “Swing Line Loans”: as defined in subsection 2.4(a).




		
	 	      “Swing Line Participation Amount”: as defined in subsection 2.4(b).




		
	 	      “Target Operating Day”: any day that is not (a) a Saturday or Sunday,
(b) Christmas Day or New Year’s Day or (c) any other day on which the Trans-European
Real-time Gross Settlement Operating System (or any successor settlement system) is not
operating (as determined by the Administrative Agent).




		
	 	      “Termination Date”: June 23, 2005, as such date may be extended from time to
time in accordance with subsection 2.5.




		
	 	      “Tranche”: the collective reference to Eurodollar Rate Loans or Multicurrency
Loans the then current Interest Periods with respect to all of which begin on the same date
and end on the same later date (whether or not such Loans shall originally have been
made on the same day).




		
	 	      “Transferee”: as defined in subsection 10.6(f).




		
	 	      “Treaty”: the Treaty establishing the European Economic Community, being the
Treaty of Rome of March 25, 1957 as amended by the Single European Act 1987 and the
Maastricht Treaty (the Treaty on European Union) (which was signed on February 7,
1992 and came into force on November 1, 1993) and as may, from time to time, be
further amended, supplemented or otherwise modified.




17











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




		
	 	      “Uniform Customs”: in the case of (a) standby letters of credit, the International
Standby Practices — ISP 98 (1998), International Chamber of Commerce Publication No.
590, as the same may be amended or revised from time to time and (b) commercial letters
of credit, the Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500, as the same may be amended
or revised from time to time.




		
	 	      “U.S. Commitment”: as to any U.S. Lender, the obligation of such U.S. Lender to
make U.S. Revolving Credit Loans to the Borrower and participate in Swing Line Loans
and Letters of Credit hereunder in an aggregate principal and/or stated amount at any one
time outstanding not to exceed the Dollar amount set forth opposite such U.S. Lender’s
name on Schedule I under the heading U.S. Commitment, as the same may be changed
from time to time pursuant to the terms hereof.




		
	 	      “U.S. Commitment Percentage”: as to any U.S. Lender at any time, the
percentage which such U.S. Lender’s U.S. Commitment then constitutes of the aggregate
U.S. Commitments of all U.S. Lenders (or, if the U.S. Commitments have terminated or
expired, the percentage which (a) the Aggregate U.S. Outstandings of such U.S. Lender at
such time then constitutes of (b) the Aggregate U.S. Outstandings of all U.S. Lenders at
such time).




		
	 	      “U.S. Lenders”: the banks and other financial institutions from time to time
holding U.S. Commitments.




		
	 	      “U.S. Revolving Credit Loans”: as defined in subsection 2.1(a).






		
	 	      “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 sum of (a) the
average daily principal amount of Loans (or the Dollar Equivalent thereof) outstanding
(after giving effect to any borrowing or payment on such date) during such quarter and (b)
the average daily face amount of Letters of Credit outstanding 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 2.11(f), 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.



18









      (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 Amount and Terms of the U.S. Commitments.


      (a) U.S. Commitments. (i) Subject to the terms and conditions hereof, each U.S.
Lender severally agrees to make revolving credit loans in Dollars (a “U.S. Revolving Credit
Loan”) to the Borrower from time to time during the Commitment Period so long as after giving
effect thereto (i) the Available U.S. Commitment of each U.S. Lender is greater than or equal to
zero and (ii) the Aggregate Total Outstandings of all Lenders do not exceed the Aggregate U.S.
Commitments. During the Commitment Period the Borrower may use the U.S. Commitments by
borrowing, prepaying the U.S. Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof.


      (ii) The U.S. Revolving Credit Loans may from time to time be (A) Eurodollar
Rate Loans, (B) ABR Loans or (C) a combination thereof, as determined by the Borrower and
notified to the Administrative Agent in accordance with subsections 2.1(b) and 2.8; provided that
no U.S. Revolving Credit Loan shall be made as a Eurodollar Rate Loan after the day that is one
month prior to the Termination Date.


      (b) Procedure for U.S. Revolving Credit Borrowing. The Borrower may borrow
U.S. Revolving Credit Loans under the U.S. 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, (i) three Business Days prior to the requested borrowing date, if all or any part of
the requested U.S. Revolving Credit Loans are to be Eurodollar Rate Loans, or (ii) one Business
Day prior to the requested borrowing date, otherwise), specifying (A) the amount to be borrowed,
(B) the requested borrowing date, (C) whether the Borrowing is to be of Eurodollar Rate Loans,
ABR Loans or a combination thereof and (D) if the Borrowing is to be entirely or partly of
Eurodollar Rate Loans, the respective amounts of each such Type of Loan and the respective
lengths of the initial Interest Periods therefor. Each Borrowing under the U.S. 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




19









each Lender thereof. Each Lender will make an amount equal to its Funding Commitment
Percentage of the principal amount of each Borrowing available to the Administrative Agent for
the account of the Borrower at the office of the Administrative Agent specified in subsection
10.2 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 U.S. Lenders and in like funds as received by the
Administrative Agent.


      (c) Borrowings of U.S. Revolving Credit Loans and Refunding of Loans. If on
any Borrowing Date on which the Borrower has requested the Multicurrency Lenders to make
Multicurrency Loans (the “Requested Multicurrency Loans”), (i) the principal amount of the
Requested Multicurrency Loans to be made by any Multicurrency Lender exceeds the Available
Multicurrency Commitment of such Multicurrency Lender on such Borrowing Date (before
giving effect to the making and payment of any Loans required to be made pursuant to this
subsection 2.1(c) on such Borrowing Date) and (ii) the Dollar Equivalent of the amount of such
excess is less than or equal to the aggregate Available U.S. Commitments of all Non-
Multicurrency Lenders (before giving effect to the making and payment of any Loans pursuant to
this subsection 2.1(c) on such Borrowing Date), each Non-Multicurrency Lender shall make a
U.S. Revolving Credit Loan to the Borrower on such Borrowing Date, and the proceeds of such
U.S. Revolving Credit Loans shall be simultaneously applied to repay outstanding U.S.
Revolving Credit Loans of the Multicurrency Lenders in each case in amounts such that, after
giving effect to (1) such borrowings and repayments and (2) the borrowing from the
Multicurrency Lenders of the Requested Multicurrency Loans, the Committed Outstandings
Percentage of each U.S. Lender will equal (as nearly as possible) its U.S. Commitment
Percentage. To effect such borrowings and repayments, (x) not later than 12:00 Noon, New York
City time, on such Borrowing Date, the proceeds of such U.S. Revolving Credit Loans shall be
made available by each Non-Multicurrency Lender to the Administrative Agent at its office
specified in subsection 10.2 in U.S. Dollars and in immediately available funds and the
Administrative Agent shall apply the proceeds of such U.S. Revolving Credit Loans toward
repayment of outstanding U.S. Revolving Credit Loans and/or Multicurrency Loans of the
Multicurrency Lenders and (y) concurrently with the repayment of such Loans on such
Borrowing Date, (I) the Multicurrency Lenders shall, in accordance with the applicable
provisions hereof, make the Requested Multicurrency Loans in an aggregate amount equal to the
amount so requested by the Borrower (but not in any event greater than the Aggregate Available
Multicurrency Commitments after giving effect to the making of such repayment of any Loans on
such Borrowing Date) and (II) the Borrower shall pay to the Administrative Agent for the
account of the Lenders whose Loans to the Borrower are repaid on the Borrowing Date pursuant
to this subsection 2.1(c) all interest accrued on the amounts repaid to the date of repayment,
together with any amounts payable pursuant to subsection 2.19 in connection with such
repayment.




20










       2.2 Amounts and Terms of the Multicurrency Commitments.


      (a) Multicurrency Commitments. Subject to the terms and conditions hereof,
each Multicurrency Lender severally agrees to make revolving credit loans (each, a
“Multicurrency Loan”) in any Available Foreign Currency to the Borrower from time to time
during the Commitment Period so long as after giving effect thereto (A) the Available
Multicurrency Commitment of such Multicurrency Lender is greater than or equal to zero,
(B) the Dollar Equivalent of the Aggregate Multicurrency Outstandings for all Multicurrency
Lenders does not exceed $750,000,000 and (C) the Aggregate Total Outstandings of all Lenders
do not exceed the Aggregate U.S. Commitments. During the Commitment Period, the Borrower
may use the Multicurrency Commitments by borrowing, prepaying the Multicurrency Loans in
whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.


      (b) Procedure for Multicurrency Borrowing. The Borrower may request the
Multicurrency Lenders to make Multicurrency Loans during the Commitment Period on any
Business Day by delivering an irrevocable Notice of Multicurrency Loan Borrowing. Each
borrowing under the Multicurrency Commitments shall be in an amount in an Available Foreign
Currency of which the Dollar Equivalent is equal to at least $10,000,000 (or, if the then
Aggregate Available Multicurrency Commitments are less than $10,000,000, such lesser
amount). Upon receipt of any such Notice of Multicurrency Borrowing from the Borrower, the
Administrative Agent shall promptly notify each Multicurrency Lender thereof. Not later than
the funding time for the relevant Available Foreign Currency set forth in the Administrative
Schedule, each Multicurrency Lender shall make an amount equal to its Multicurrency
Commitment Percentage of the principal amount of Multicurrency Loans requested to be made
on such Borrowing Date available to the Administrative Agent at the funding office for the
relevant Available Foreign Currency set forth in the Administrative Schedule in the relevant
Available Foreign Currency and in immediately available funds. The amounts made available by
each Multicurrency Lender will then be made available on such Borrowing Date to the Borrower
at the funding office for the relevant Available Foreign Currency set forth in the Administrative
Schedule and in like funds as received by the Administrative Agent.



       2.3 Competitive Borrowings.


      (a) The Competitive Bid Option. In addition to the U.S. 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 U.S. Lenders to make offers to make Competitive Loans to the
Borrower during the Commitment Period. The U.S. 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 Rate Competitive Loans or (y) the Business Day immediately preceding
the date of Borrowing proposed therein, in the case of a Fixed Rate Borrowing, specifying:



21










		
	 	      (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 Rate
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 U.S. 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 10.2 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 Rate 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 U.S. 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 U.S. Lenders. A Competitive Bid submitted by a U.S. 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




22









	 	U.S. Commitment of the quoting U.S. 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 U.S. Lender may be accepted,




		
	 	      (C) in the case of a Borrowing of Eurodollar Rate 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 U.S. Lender.



A Competitive Bid may set forth up to five separate offers by the quoting U.S. 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 Eurodollar
Rate Competitive Loan 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;



23











		
	 	      (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 U.S. Commitments
then in effect over the Aggregate Total Outstandings of all Lenders 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 U.S. 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 U.S.
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 U.S. 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 U.S. 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 Terms of Swing Line
Commitment.


      (a) Swing Line
Commitment. (i) Subject to the terms and conditions hereof,
each Swing Line Lender agrees to make a portion of the credit otherwise available to the
Borrower under the Commitments from time to time during the Commitment Period by making
swing line loans in Dollars Euro, Sterling or any Alternate Swing
Line Foreign Currency (“Swing
Line Loans”) to the Borrower; provided that (A) the sum of (x) the aggregate principal amount of
Swing Line Loans denominated in Dollars and (y) the Dollar Equivalent of the aggregate
principal amount of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing
Line Foreign Currency, outstanding as at the date any Swing Line Loan is made shall not exceed
the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans


24









outstanding at any time, when aggregated with any Swing Line Lender’s other outstanding U.S.
Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect) and
(B) the Borrower shall not request, and no Swing Line Lender shall make, any Swing Line Loan
if, after giving effect to the making of such Swing Line Loan, the Aggregate Available U.S.
Commitments would be less than zero or the Aggregate Total Outstandings of all the Lenders
would exceed the Aggregate U.S. Commitments; provided, further, that the Swing Line Lender
shall not be required to (but it may) make a Swing Line Loan to refinance an outstanding Swing
Line Loan. During the Commitment Period, the Borrower may use the Swing Line Commitment
by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.
Swing Line Loans shall be ABR Loans, Euro Cost of Funds Loans, Sterling Cost of Funds Loans
or Alternate Swing Line Foreign Currency Cost of Funds Loans only.


      (ii) The Borrower shall repay all outstanding Swing Line Loans on the
Termination Date.


      (b) Procedure for
Swing Line Borrowing; Refunding of Swing Line Loans. (i)
Whenever the Borrower desires that a Swing Line Lender make Swing Line Loans it shall give
such Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which
telephonic notice must be received by such Swing Line Lender not later than 1:00 p.m., New
York City time, in the case of Swing Line Loans denominated in Dollars, and 2:00 p.m., London
time, in the case of Swing Line Loans denominated in Euro, Sterling or any Alternate Swing Line
Foreign Currency (or such other time as the Administrative Agent and such Swing Line Lender
may consent), on the proposed borrowing date), specifying (x) the amount and currency to be
borrowed and (y) the requested borrowing date (which shall be a Business Day during the
Commitment Period). A copy of each such notice shall be promptly furnished by the Borrower
to the Administrative Agent. Subject to subsection 2.4(a), each borrowing under the Swing Line
Commitment shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in
excess thereof, in the case of Swing Line Loans denominated in
Dollars, E5,000,000 or a whole multiple of E1,000,000 in excess thereof, in the case of Swing Line Loans denominated in Euro,
£5,000,000 or a whole multiple of £1,000,000 in excess thereof, in the case of Swing Line Loans
denominated in Sterling and in the case of Swing Line Loans denominated in such Alternate
Swing Line Foreign Currency, an amount in such Alternate Swing Line Foreign Currency of
which the Dollar Equivalent is equal to or greater than $5,000,000. Not later than 3:00 p.m.,
New York City time, in the case of Swing Line Loans denominated in Dollars, and 4:00 p.m.,
London time, in the case of Swing Line Loans denominated in Euro, Sterling and such Alternate
Swing Line Foreign Currency, on the borrowing date specified in a notice in respect of Swing
Line Loans, such Swing Line Lender shall make available to the Administrative Agent at its
office specified in subsection 10.2 an amount in immediately available funds equal to the amount
of the Swing Line Loan to be made by such Swing Line Lender. The Administrative Agent shall
make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date
by crediting the account of the Borrower on the books of such office in immediately available
funds.


      (ii) Subject to subsection 2.4(b)(vii), each Swing Line Lender, at any time and
from time to time in its sole and absolute discretion may, on behalf of the Borrower (which
hereby irrevocably directs such Swing Line Lender to act on its behalf), on one Business Day’s


25









notice given by such Swing Line Lender no later than 12:00 Noon, New York City time, request
each U.S. Lender to make, and each U.S. Lender hereby agrees to make, a U.S. Revolving Credit
Loan, in an amount equal to such Lender’s Funding Commitment Percentage of the aggregate
amount of the Swing Line Loans made by such Swing Line Lender (the
“Refunded Swing Line
Loans”) outstanding on the date of such notice, to repay
such Swing Line Lender; provided, that
unless any Swing Line Lender otherwise agrees in its sole discretion, any Swing Line Loan
outstanding for five Business Days shall be automatically so refunded on such fifth Business
Day. Each U.S. Lender shall make the amount of such U.S. Revolving Credit Loan available to
the Administrative Agent at its office set forth in subsection 10.2 in immediately available funds,
not later than 10:00 a.m., New York City time, one Business Day after the date of such notice.
The proceeds of such U.S. Revolving Credit Loans shall be immediately applied by such Swing
Line Lender to repay its Refunded Swing Line Loans.


      (iii) If prior to the time a U.S. Revolving Credit Loan would have otherwise been
made pursuant to subsection 2.4(b)(ii), one of the events described in Section 8(g) shall have
occurred and be continuing with respect to the Borrower or if for any other reason, as determined
by a Swing Line Lender in its sole discretion, U.S. Revolving Credit Loans may not be made as
contemplated by subsection 2.4(b)(ii), each U.S. Lender shall, on the date such U.S. Revolving
Credit Loan was to have been made pursuant to the notice referred to in Section 2.4(b)(ii) (the
“Refunding Date”), purchase for cash an undivided participating interest in an amount equal to
(A) its Funding Commitment Percentage times (B) the aggregate principal amount of Swing Line
Loans of each Swing Line Lender then outstanding which were to have been repaid with such
U.S. Revolving Credit Loans (the “Swing Line Participation
Amount”).


      (iv) Whenever, at any time after a Swing Line Lender has received from any U.S.
Lender such U.S. Lender’s Swing Line Participation Amount, such Swing Line Lender receives
any payment on account of the Swing Line Loans of such Swing Line Lender, such Swing Line
Lender will distribute to such U.S. Lender its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such U.S.
Lender’s participating interest was outstanding and funded and, in the case of principal and
interest payments, to reflect such U.S. Lender’s pro rata portion of such payment if such payment
is not sufficient to pay the principal of and interest on all Swing
Line Loans then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to
be returned, such U.S. Lender will return to such Swing Line Lender any portion thereof
previously distributed to it by such Swing Line Lender.


      (v) Each U.S. Lender’s obligation to make the Loans referred to in
subsection 2.4(b)(ii) and to purchase participating interests pursuant to subsection 2.4(b)(iii) shall
be absolute and unconditional and shall not be affected by any circumstance, including, without
limitation, (A) any setoff, counterclaim, recoupment, defense or other right which such U.S.
Lender or the Borrower may have against any Swing Line Lender, the Borrower or any other
Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in Section 5; (C) any adverse
change in the condition (financial or otherwise) of the Borrower; (D) any breach of this
Agreement by the Borrower or any other Lender; or (E) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.


26









      (vi) Within two Business Days following the last day of each calendar month,
each Swing Line Lender shall deliver to the Administrative Agent and the Borrower a statement
showing the average daily principal amount of the Swing Line Loans outstanding during the
calendar quarter most recently ended.


      (vii) The Borrower hereby irrevocably and unconditionally authorizes each Swing
Line Lender immediately prior to the time that any Swing Line Loan is to be refunded pursuant to
subsection 2.4(b)(ii) or a participating interest is to be purchased pursuant to subsection
2.4(b)(iii) to convert into Dollars (at the actual exchange rate then available to it, provided that it
shall use its reasonable best efforts to obtain a rate as least as favorable to the Borrower as the
Spot Exchange Rate) all amounts then owing to it on account of any Swing Line Loan
denominated in Euro, Sterling and any Alternate Swing Line Foreign Currency. Such Swing
Line Lender and each U.S. Lender hereby irrevocably and unconditionally agrees that (A) no
U.S. Lender shall have any obligation to make any U.S. Revolving Credit Loans pursuant to
subsection 2.4(b)(ii) or purchase any participating interests in Swing Line Loans pursuant to
subsection 2.4(b)(iii) on account of such Euro-denominated, Sterling-denominated or such
Alternate Swing Line Foreign Currency-denominated Swing Line Loans until such time as such
Swing Line Lender has effected the conversion described above and provided written notice to
the Administrative Agent (which shall promptly forward such notice to the Lenders) of the
amount of Dollars owing to it as a result of such conversion and (B) from and after the date upon
which such conversion is effected, the obligations of the U.S. Lenders under clauses (ii) and (iii)
of subsection 2.4(b) shall be satisfied only by the payment to such Swing Line Lender of such
U.S. Lender’s U.S. Commitment Percentage of the amount of Dollars so notified to the
Administrative Agent.


      (viii) Subject to the terms of this Agreement, the Borrower may, at any time and
from time to time, prepay a Euro Cost of Funds Loan in Euro, a Sterling Cost of Funds Loan in
Sterling or any Alternate Swing Line Foreign Currency Cost of Funds Loan in such Alternate
Swing Line Foreign Currency, other than with the proceeds of another Swing Line Loan.



      2.5 Extension of Termination
Date.


      (a) The Borrower may, by written notice to the Administrative Agent (such notice
being an “Extension Notice”) given at any time, from time to time but in any event, no later than
sixty days prior to the Termination Date (the date of such notice,
the “Notice Date”), request the
Lenders to consider an extension of the then applicable Termination Date to a date specified in
the Extension Notice (the “Extended Termination Date”). The Administrative Agent shall
promptly transmit any Extension Notice to each Lender. Each Lender shall notify the
Administrative Agent whether it wishes to extend the then applicable Termination Date no later
than twenty days after the Notice Date, and any such notice given by a Lender to the
Administrative Agent, once given, shall be irrevocable as to such Lender. The Administrative
Agent shall promptly notify the Borrower of each Lender’s notice that it wishes to extend (each,
an “Extension Acceptance Notice”). At the end of such twenty day period, the Borrower may, at
its option, elect to extend the period in which Extension Acceptance Notices may be received for
an additional twenty days. Any Lender which does not expressly notify the Administrative Agent


27









during such twenty day period or forty day period, as the case may be, that it wishes to so extend
the then applicable Termination Date shall be deemed to have rejected the Borrower’s request for
extension of such Termination Date. Lenders consenting to extend the then applicable
Termination Date are hereinafter referred to as “Continuing
Lenders”, and Lenders declining to
consent to extend such Termination Date (or Lenders deemed to have so declined) are hereinafter
referred to as “Non-Extending Lenders”. If the Majority Lenders have elected (in their sole and
absolute discretion) to so extend the Termination Date, the Administrative Agent shall notify the
Borrower of such election by such Majority Lenders no later than five days after the date when
Extension Acceptance Notices are due, and effective on the date of such notice by the
Administrative Agent to the Borrower (the “Extension Date”), the Termination Date shall be
automatically and immediately so extended to the Extended Termination Date. No extension
will be permitted hereunder without the consent of the Majority Lenders and in no event shall the
period from the Extension Date to the Extended Termination Date exceed five years. Upon the
delivery of an Extension Notice and upon the extension of the Termination Date pursuant to this
subsection 2.5, the Borrower shall be deemed to have represented and warranted on and as of the
Notice Date and the Extension Date, as the case may be, 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 to extend the Termination Date, and each Lender
may at its option, unconditionally and without cause, decline to extend the Termination Date.


      (b) If the Termination Date shall have been extended in accordance with
subsection 2.5(a), all references herein to the “Termination Date” shall refer to the Extended
Termination Date.


      (c) If any Lender shall determine not to extend the Termination Date as requested
by any Extension Notice given by the Borrower pursuant to subsection 2.5(a), the Commitment
of such Lender shall terminate on the Termination Date without giving any effect to such
proposed extension, and the Borrower shall on such date pay to the Administrative Agent, for the
account of such Lender, the principal amount of, and accrued interest on, such Lender’s Loans,
together with any amounts payable to such Lender pursuant to subsection 2.19 and any fees or
other amounts owing to such Lender under this Agreement; provided that if the Borrower has
replaced such Non-Extending Lender pursuant to subsection 2.5(d) below then the provisions of
such subsection shall apply. The aggregate U.S. Commitments and/or the aggregate
Multicurrency Commitments shall be reduced by the amount of the U.S. Commitment and/or the
Multicurrency Commitment, as the case may be, of such Non-Extending Lender to the extent the
U.S. Commitment and/or the Multicurrency Commitment, as the case may be, of such Non-
Extending Lender has not been transferred to one or more Continuing Lenders pursuant to
subsection 2.5(d) below.


      (d) A Non-Extending Lender shall be obligated, at the request of the Borrower
and subject to payment by the Borrower to the Administrative Agent for the account of such
Non-Extending Lender of the principal amount of, and accrued interest on, such Lender’s Loans,
together with any amounts payable to such Lender pursuant to subsection 2.19 and any fees or
other amounts owing to such Lender under this Agreement, to transfer without recourse,
representation or warranty (other than good title to its Loans) to such Non-Extending Lender, at
any time prior to the Termination Date applicable to such Non-Extending Lender, all of its rights


28









and obligations hereunder to another financial institution or group of financial institutions
nominated by the Borrower and willing to participate in the facility in the place of such Non-
Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all
the requirements of this Agreement and the Administrative Agent shall have consented to such
transfer, which consent shall not be unreasonably withheld. Each such transferee shall become a
Continuing Lender hereunder in replacement of the Non-Extending Lender, with the Termination
Date applicable to such Continuing Lender’s Commitments being the Extended Termination
Date, and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in
this Agreement. Simultaneously with such transfer, each such transferee shall execute and
deliver to the Administrative Agent a written agreement assuming all obligations of the Lenders
set forth in this Agreement, which agreement shall be reasonably satisfactory in form and
substance to the Administrative Agent.


      (e) If the Termination Date shall have been extended in respect of the Continuing
Lenders in accordance with subsection 2.5(a), any notice of borrowing pursuant to subsection
2.1(b), 2.2(b) or 2.3 specifying a Borrowing Date occurring after the Termination Date applicable
to a Non-Extending Lender or requesting an Interest Period extending beyond such date (a) shall
have no effect in respect of such Non-Extending Lender and (b) shall not specify a requested
aggregate principal amount exceeding the Aggregate Available U.S. Commitment and/or the
Aggregate Available Multicurrency Commitment (calculated on the basis of the U.S.
Commitments and/or the Multicurrency Commitments, as the case may be, of the Continuing
Lenders).



      2.6 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 U.S. Commitments and/or the Multicurrency Commitments when no Loans or Letters of
Credit are then outstanding or, from time to time, to reduce the unutilized portion of the U.S.
Commitments and/or the Multicurrency Commitments. Any such reduction shall be in an
amount equal to $10,000,000 or a multiple of $1,000,000 in excess thereof or the Dollar
Equivalent thereof (or, if the unutilized portion of the U.S. Commitments and/or the
Multicurrency Commitments is less than $10,000,000 or the Dollar Equivalent thereof, such
lesser amount) and shall reduce permanently the U.S. Commitments and/or Multicurrency
Commitments, as the case may be then in effect.



      2.7 Prepayments. (a) The Borrower may, at any time and from time to time,
prepay the U.S. Revolving Credit Loans, in whole or in part, without premium or penalty (but
subject to the provisions of subsection 2.19), 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 Rate 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 U.S. Lender thereof. If any such notice is given,
the amount specified in such notice shall be due and payable on the date specified therein.
Partial prepayments shall be in an aggregate principal amount of $10,000,000 or a multiple of
$1,000,000 in excess thereof.


29









      (b) Unless any Swing Line Lender otherwise agrees in its sole discretion, the
Borrower shall prepay all Swing Line Loans then outstanding simultaneously with each
Borrowing of U.S. Revolving Credit Loans and may prepay (without premium or penalty) any
Swing Line Loans then outstanding upon one Business Day’s notice.


      (c) The Borrower may at any time and from time to time prepay, without
premium or penalty, the Multicurrency Loans, in whole or in part, upon at least three Business
Days’ irrevocable notice to the Administrative Agent specifying the date and amount of
prepayment. Upon the receipt of any such notice, the Administrative Agent shall promptly notify
each Multicurrency Lender thereof. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein. Partial prepayments of
Multicurrency Loans shall be in an aggregate principal amount of which the Dollar Equivalent is
at least $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or such lesser amount
equal to the Dollar Equivalent of all Multicurrency Loans in any Available Foreign Currency
then outstanding).


      (d) If, at any time during the Commitment Period, for any reason the Aggregate
Total Outstandings of all Lenders exceed the Aggregate U.S. Commitments then in effect by
more than 5% for five consecutive Business Days, or the Aggregate Total Outstandings of any
Lender exceeds the U.S. Commitment of such Lender then in effect by more than 5% for five
consecutive Business Days, the Borrower shall, upon the request of the Administrative Agent, (i)
immediately prepay the Swing Line Loans and the U.S. Revolving Credit Loans and/or (ii)
immediately prepay the Multicurrency Loans, in an aggregate principal amount at least sufficient
to reduce any such excess to 0%.


      (e) Each prepayment of Loans pursuant to this subsection 2.7 shall be
accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and
any amounts payable under subsection 2.19 in connection with such prepayment.


      (f) Notwithstanding the foregoing, mandatory prepayments of U.S. Revolving
Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this
subsection 2.7 solely as a result of fluctuations in Spot Exchange Rates from time to time shall
only be required to be made pursuant to this subsection 2.7 on the last Business Day of each
month on the basis of the Spot Exchange Rate in effect on such Business Day.



      2.8 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


30










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.


      (c) Any Multicurrency Loans may be continued as such upon the expiration of the
then current Interest Period with respect thereto by the Borrower giving a Notice of
Multicurrency Loan Continuation, provided, that if the Borrower shall fail (i) to give such Notice
of Multicurrency Loan Continuation or (ii) provide at least 3 Business Days’ notice that such
Loans will be repaid at the end of such Interest Period, such Multicurrency Loans shall
automatically be continued for an Interest Period of one month.



      2.9 Minimum Amounts of
Tranches. All borrowings, conversions and
continuations of U.S. Revolving Credit Loans and Multicurrency Loans (other than Competitive
Bid Loans and Revolving Credit Loans into which Swing Line Loans were converted) 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, (i) the aggregate principal amount of the
Eurodollar Rate Loans comprising each Tranche shall be equal to $10,000,000 or a whole
multiple of $1,000,000 in excess thereof, (ii) the aggregate principal amount of the Multicurrency
Loans comprising each Tranche shall be in an amount of which the Dollar Equivalent is at least
$10,000,000 (determined at the time of borrowing or continuation), provided that Multicurrency
Loans in any Tranche which were in such minimum amount at the times of borrowing may be
continued as such at less than such minimum amount if such reduction is solely a result of
currency fluctuations, and (iii) there shall not be more than 20 Tranches at any one time
outstanding.



      2.10 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 8 or subsection 2.7), the unpaid
principal amount of each Loan made by such Lender 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 2.11. Except as otherwise specified in this Agreement, amounts owing hereunder on



31









account of principal and interest on Loans shall be paid in the currency in which such Loan was
borrowed and amounts owing hereunder on account of fees shall be paid in Dollars.


      (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 10.6(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, and for U.S. Revolving
Credit Loans, 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 2.10 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.


      (e) If, on any date on which the U.S. Lenders are obligated to make the Loans
referred to in subsection 2.4(b)(ii) or purchase participating interests pursuant to subsection
2.4(b)(iii), the aggregate amount of such Loans or participating interests, as the case may be, is
less than the amount of the related Swing Line Loans which are being refunded or in which
participating interests are being purchased, as the case may be, because changes in currency
exchange rates shall cause one or more of the U.S. Lenders to not have an Available U.S.
Commitment, the Borrower shall on any such date repay such related Swing Line Loans by the
amount of such difference.



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


      (b) The Loans comprising each Eurodollar Rate 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 Rate 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.



32









      (c) Each Euro Cost of Funds Loan, Sterling Cost of Funds Loan and Alternate
Swing Line Foreign Currency Loan shall bear interest at a rate per annum equal to the Cost of
Funds for such Loan plus the Applicable Margin.


      (d) Each Multicurrency Loan shall bear interest for each day during each Interest
Period with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for
such Interest Period plus the Applicable Margin in effect for such day.


      (e) 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.


      (f) 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 (h)
of this subsection 2.11 shall be payable from time to time on demand. The amount of interest on
U.S. 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.


      (g) The
“Applicable Margin” with respect to each Type of Eurodollar Revolving
Credit Loan and each Multicurrency Loan at any date and with respect to each Euro Cost of
Funds Loan, Sterling Cost of Funds Loan and Alternate Swing Line Foreign Currency Loan shall
be the applicable percentage amount set forth in the table below based upon 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 Rate Loans			0.3000	%			0.3650	%			0.4250	%			0.5750	%			0.6250	%
	
	
	
	

		Euro Cost of Funds			0.3000	%			0.3650	%			0.4250	%			0.5750	%			0.6250	%
	
	
	
	

		Loans
	
	
	
	

		Sterling Cost of Funds			0.3000	%			0.3650	%			0.4250	%			0.5750	%			0.6250	%
	
	
	
	

		Loans



33








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

		Alternate Swing Line			0.3000	%			0.3650	%			0.4250	%			0.5750	%			0.6250	%
	
	
	
	

		Foreign Currency Cost
of Funds Loans
ABR Loans			0	%			0	%			0	%			0	%			0	%
	
	
	
	

		Multicurrency Loans			0.3000	%			0.3650	%			0.4250	%			0.5750	%			0.6250	%
	
	
	
	

	If Utilization is equal to
or greater than 33%:
	
	
	
	

		Eurodollar Rate Loans			0.4250	%			0.4900	%			0.5500	%			0.5750	%			0.6250	%
	
	
	
	

		Euro Cost of Funds			0.4250	%			0.4900	%			0.5500	%			0.5750	%			0.6250	%
	
	
	
	

		Loans
Sterling Cost of Funds			0.4250	%			0.4900	%			0.5500	%			0.5750	%			0.6250	%
	
	
	
	

		Loans
Alternate Swing Line			0.4250	%			0.4900	%			0.5500	%			0.5750	%			0.6250	%
	
	
	
	

	Foreign Currency Cost
of Funds Loans
ABR Loans			0	%			0	%			0	%			0	%			0	%
	
	
	
	

		Multicurrency Loans			0.4250	%			0.4900	%			0.5500	%			0.5750	%			0.6250%"	



      (h) 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
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 2.11 plus
2% or (y) in the case of overdue interest, facility fee or other amount, the rate described in
paragraph (a) of this subsection 2.11 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 2.10.



      2.12 Facility Fee. The Borrower shall pay to the Administrative Agent, for the
ratable account of the Lenders, a facility fee in Dollars at the rate per annum equal to (a) for each
day that the Borrower has Level I Status, 0.1000% of the aggregate Commitments on such day,
(b) for each day that the Borrower has Level II Status, 0.1100% of the aggregate Commitments,
(c) for each day that the Borrower has Level III Status, 0.1250% of the aggregate Commitments,
(d) for each day that the Borrower has Level IV Status, 0.1750% of the aggregate Commitments
and (e) for each day that the Borrower has Level V Status, 0.2500% of the aggregate



34









      Commitments. 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.



      2.13 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, except that
interest on ABR Loans which are determined by reference to the Prime Rate shall be computed
over 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, (i) 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 U.S. Revolving Credit
Loans pursuant to this Agreement and (ii) the relevant Swing Line Lender shall deliver to the
Borrower a statement showing the quotations used by such Swing Line Lender in determining
any interest rate applicable to Swing Line Loans made by such Swing Line Lender 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.


      (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 2.14, be determined on the basis
of the quotations of the remaining Reference Lenders.



      2.14 Inability to Determine
Interest Rate. If prior to the first day of any Interest
Period:



		
	 	  (a) the Administrative Agent shall have reasonably determined (which reasonable
determination shall be conclusive and binding upon the Borrower) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do not exist
for ascertaining the Eurodollar Rate or the Eurocurrency Rate, as the case may be, for
such Interest Period, or



35











		
	 	      (b) the Administrative Agent has received notice from the Majority U.S. Lenders
that the Eurodollar Rate or Eurocurrency Rate, as the case may be, determined or to be
determined for such Interest Period will not adequately and fairly reflect the cost to such
U.S. Lenders of making or maintaining their Eurodollar Rate Loans or Multicurrency
Loans, as the case may be, during such Interest Period,



the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the
U.S. Lenders as soon as practicable thereafter. Until such time as the Eurodollar Rate or the
Eurocurrency Rate, as the case may be, can be determined by the Administrative Agent in the
manner specified in the definitions of such terms in subsection 1.1, no further Eurodollar Rate
Loans or Multicurrency Loans (with respect to the Available Foreign Currency for which the
Eurocurrency Rate cannot be determined only) shall be continued as such at the end of the then
current Interest Periods or (other than any Eurodollar Rate Loans or Multicurrency Loans
previously requested and with respect to which the Eurodollar Rate or Eurocurrency Rate, as the
case may be, was determined) shall be made, nor shall the Borrower have the right to convert
ABR Loans into Eurodollar Rate Loans.



      2.15 Pro Rata Treatment and
Payments. (a) (i) Except as provided in subsection
2.1(c), each borrowing of U.S. Revolving Credit Loans by the Borrower from the U.S. Lenders
hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S.
Lenders in effect on the date of such borrowing. Each payment by the Borrower on account of
any facility fee hereunder shall be allocated by the Administrative Agent among the U.S. Lenders
in accordance with the respective amounts which such U.S. Lenders are entitled to receive
pursuant to subsection 2.12. Any reduction of the U.S. Commitments of the U.S. Lenders shall
be allocated by the Administrative Agent among the U.S. Lenders
pro rata according to the U.S.
Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.1(c) or
subsection 2.7, each payment (other than any optional prepayment) by the Borrower on account
of principal of and interest on the U.S. Revolving Credit Loans shall be allocated by the
Administrative Agent pro rata according to the respective principal amounts thereof then due and
owing to each U.S. Lender. Each optional prepayment by the Borrower on account of principal
of or interest on the U.S. Revolving Credit Loans shall be allocated by the Administrative Agent
pro rata according to the respective outstanding principal amounts thereof. 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. Each
payment by the Borrower on account of principal of or interest on the Swing Line Loans shall be
made pro rata according to the respective outstanding principal amounts of the Swing Line Loans
then held by the Swing Line Lenders. All payments (including prepayments) to be made by the
Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of
principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be
made prior to 2:00 p.m., New York City time, or, in the case of Euro Cost of Funds Loans and
Sterling Cost of Funds Loans, 2:00 p.m., London time, on the due date thereof to the
Administrative Agent, for the account of the relevant Lenders, at the Administrative Agent’s
office specified in subsection 10.2, 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, New York City time or 2:00 p.m. London time, as the case may be, on the



36









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
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.


      (ii) Each borrowing of Multicurrency Loans by the Borrower shall be made,
and any reduction of the Multicurrency Commitments shall be allocated by the Administrative
Agent, pro rata according to the Multicurrency Commitment Percentages of the Multicurrency
Lenders. Except as provided in subsection 2.7(d), each payment (including each prepayment) by
the Borrower on account of principal of and interest on Multicurrency Loans shall be allocated by
the Administrative Agent pro rata according to the respective principal amounts of the
Multicurrency Loans then due and owing by the Borrower to each Multicurrency Lender. Except
as otherwise provided in this Agreement, all payments (including prepayments) to be made by
the Borrower hereunder in respect of Multicurrency Loans, whether on account of principal,
interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made at or
before the payment time for the currency of such Multicurrency Loan set forth in the
Administrative Schedule, on the due date thereof to the Administrative Agent, for the account of
the Multicurrency Lenders, at the payment office for the currency of such Multicurrency Loan set
forth in the Administrative Schedule, in the currency of such Multicurrency Loan and in
immediately available funds. The Administrative Agent shall distribute such payments to the
Multicurrency Lenders entitled to receive the same promptly upon receipt in like funds as
received.


      (iii) If any payment hereunder (other than payments on the Eurodollar Rate
Loans, the Euro Cost of Funds Loans, the Sterling Cost of Funds Loans, the Alternate Swing
Line Currency Cost of Funds Loans and the Multicurrency Loans) becomes due and payable on a
day other than a Business Day, the maturity of 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 Rate
Loan, a Euro Cost of Funds Loan, a Sterling Cost of Funds Loan or a Multicurrency Loan
becomes due and payable on a day other than a Business Day, the maturity of 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) 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.


      (b) 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 share 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
(i) in the case of a borrowing of U.S. Revolving Credit Loans, the daily average Federal Funds



37









Effective Rate and (ii) in the case of a borrowing of Multicurrency Loans, the interest rate
reasonably determined by the Administrative Agent to reflect its cost of funds for the amount
advanced by the Administrative Agent on behalf of such Lender, (in each such case) 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 2.15 shall be conclusive in the absence of manifest error. If such
Lender’s share 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 (x) the Federal Funds Effective Rate (in
the case of a borrowing of U.S. Revolving Credit Loans) and (y) the Administrative Agent’s
reasonable estimate of its average daily cost of funds plus the Applicable Margin applicable to
Multicurrency Loans (in case of a borrowing of Multicurrency Loans), on demand, from the
Borrower.



      2.16 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 Rate Loans, Multicurrency Loans,
Euro Cost of Funds Loans, Sterling Cost of Funds Loans or Alternate Swing Line Currency Cost
of Funds 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 Rate Loans,
Multicurrency Loans, Euro Cost of Funds Loans or Sterling Cost of Funds Loans, continue
Eurodollar Rate Loans, Multicurrency Loans, Euro Cost of Funds Loans or Sterling Cost of
Funds Loans as such and convert ABR Loans to Eurodollar Rate Loans shall forthwith be
canceled, (b) such Lender’s Loans then outstanding as Eurodollar Rate Loans (including, without
limitation, such Lender’s Eurodollar Rate Competitive Loans in the case of clause (ii), 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,
(c) such Lender’s Multicurrency Loans shall be prepaid on the last day of the then current Interest
Period with respect thereto or such earlier period as required by law and (d) such Lender’s Loans
then outstanding as Euro Cost of Funds Loans and Sterling Cost of Funds Loans shall, at the
Borrower’s option, either be due and payable in full or shall be converted into Dollars at the Spot
Exchange Rate and shall be deemed to be made as a Swing Line Loan denominated in Dollars. If
any such conversion or repayment of a Eurodollar Rate Loan, Multicurrency Loan, a Euro Cost
of Funds Loan or a Sterling Cost of Funds 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 2.19.



      2.17 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 Letters of Credit or
(ii) any reduction in any amount receivable in respect thereof, and such increased cost or reduced
amount receivable is due to either:


38










		
	 	      (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 2.20) 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 or under any Letter of Credit 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 2.19) 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 2.20(a) shall, in addition to any items required
by subsection 2.20(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 Rate Loans
or Multicurrency Loans, then (subject to the provisions of subsection 2.20) the Borrower shall
thereafter pay in respect of the Eurodollar Rate Loans or Multicurrency Loans, as the case may
be, of such Lender a rate of interest based upon (i) for Eurodollar Rate Loans, the Eurodollar
Reserve Rate (rather than the Eurodollar Rate) and (ii) for Multicurrency Loans, the
Eurocurrency Reserve Rate (rather than the Eurocurrency Rate). From and after the delivery to


39









the Borrower of the certificate required by subsection 2.20(a), all references contained in this
Agreement to the (i) Eurodollar Rate shall be deemed to be references to the Eurodollar Reserve
Rate with respect to each such affected Lender and (ii) the Eurocurrency Rate shall be deemed to
be references to the Eurocurrency Reserve Rate with respect to each such affected Lender.


      2.18 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 2.18. 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 2.18 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;




		
	 	      (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



40











		
	 	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 10.6 shall, upon the effectiveness of the related transfer, be
required to provide all of the forms and statements required pursuant to this subsection 2.18.



      2.19 Indemnity. Subject to the provisions of subsection 2.20(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 Rate Loans, Multicurrency Loans, Euro Cost of Funds Loans or
Sterling Cost of Funds Loans on a day which is not the last day of an Interest Period with respect
thereto or (d) the making of a prepayment of Fixed Rate Loans at any time. 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.



      2.20 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 2.16, 2.17, 2.18(a) or 2.19, then it shall promptly notify the
Borrower thereof and, as soon as possible thereafter, such Lender shall submit to the Borrower a
certificate indicating the amount owing to it and the calculation thereof. The amounts set forth in


41









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 2.16, 2.17, 2.18(a) or 2.19 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 2.16, 2.17 or 2.18(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 2.20(a) (other than a certificate as to amounts payable pursuant to
subsection 2.19), or the Borrower is required to pay any additional amounts or other payments in
accordance with subsection 2.16, 2.17 or 2.18(a) or any Lender fails to make its share of any
Borrowing available in accordance with the terms hereof, 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 10.6), 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 2.19) 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.



  
SECTION 3. LETTERS OF CREDIT


      3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing
Lender, in reliance on the agreements of the other U.S. Lenders set forth in subsection 3.4(a),
agrees to issue letters of credit (“Letters of Credit”) in Dollars for the account of the Borrower on
any Business Day during the Commitment Period in such form as may be approved from time to
time by the Issuing Lender; provided that the Issuing Lender shall not issue any Letter of Credit
if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C
Commitment or (ii) the aggregate amount of the Aggregate Available U.S. Commitments would
be less than zero or the Aggregate Total Outstandings of all the Lenders would exceed the
Aggregate U.S. Commitments. Letters of Credit may be either standby letters of credit or


42









commercial letters of credit. Each Letter of Credit shall (i) be denominated in Dollars and (ii)
expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date
that is five Business Days prior to the Termination Date,
provided that any Letter of Credit with a
one-year term may provide for the renewal thereof for additional one-year periods (which shall in
no event extend beyond the date referred to in clause
(y) above), provided, however, that any
Letter of Credit which is a commercial letter of credit shall expire no later than 360 days after its
date of issuance.


      (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the
extent not inconsistent therewith, the laws of the State of New York.


      (c) The Issuing Lender shall not at any time be obligated to issue any Letter of
Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C
Participant to exceed any limits imposed by, any applicable Requirement of Law.



      3.2 Procedure for Issuance
of Letter of Credit. The Borrower may from time to
time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender
and the Administrative Agent at their respective addresses for notices specified herein (or to such
other address provided by such Issuing Lender) an Application therefor, completed to the
reasonable satisfaction of the Issuing Lender, and such other certificates, documents and other
papers and information as the Issuing Lender may reasonably request. Upon receipt of any
Application, the Issuing Lender will process such Application and the certificates, documents and
other papers and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no
event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business
Days after its receipt of the Application therefor and all such other certificates, documents and
other papers and information relating thereto) by issuing the original of such Letter of Credit to
the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower.
The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly
following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative
Agent, which shall in turn promptly furnish to the U.S. Lenders, notice of the issuance of each
Letter of Credit (including the amount thereof).



      3.3 Fees and Other
Charges. (a) The Borrower will pay a fee on all outstanding
Letters of Credit at a per annum rate equal to (i) the Applicable Margin then in effect with respect
to Eurodollar Rate Loans times (ii) the average daily undrawn face amount of all such Letters of
Credit, shared ratably among the U.S. Lenders and payable quarterly in arrears on each L/C Fee
Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender
for its own account a fronting fee at a rate to be agreed upon between the Borrower and the
Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the Issuance
Date.


      (b) In addition to the foregoing fees, the Borrower shall pay or reimburse the
Issuing Lender for such normal and customary reasonable costs and expenses as are incurred or
charged by the Issuing Lender in issuing, negotiating, effecting payment under or amending any


43









Letter of Credit or normal and customary reasonable costs and expenses as are incurred or
charged by the Issuing Lender in otherwise administering any Letter of Credit.



      3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and
hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C
Participant’s own account and risk an undivided interest equal to such L/C Participant’s U.S.
Commitment Percentage in the Issuing Lender’s obligations and rights under each Letter of
Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder.
Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a
draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by
the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to
the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an
amount equal to such L/C Participant’s U.S. Commitment Percentage of the amount of such
draft, or any part thereof, that is not so reimbursed.


      (b) If any amount required to be paid by any L/C Participant to the Issuing Lender
pursuant to subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the
Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business
Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on
demand an amount equal to the product of such amount, times the daily average Federal Funds
Effective Rate during the period from and including the date such payment is required to the date
on which such payment is immediately available to the Issuing Lender, times a fraction the
numerator of which is the number of days that elapse during such period and the denominator of
which is 360. If any such amount required to be paid by any L/C Participant pursuant to
subsection 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three
Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover
from such L/C Participant, on demand, such amount with interest thereon calculated from such
due date at the rate per annum applicable to ABR Loans. A certificate of the Issuing Lender
submitted to any L/C Participant with respect to any amounts owing under this Section shall be
conclusive in the absence of manifest error.


      (c) Whenever, at any time after the Issuing Lender has made payment under any
Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in
accordance with subsection 3.4(a), the Issuing Lender receives any payment related to such Letter
of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral
applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing
Lender will distribute to such L/C Participant its pro rata
share thereof; provided, however, that
in the event that any such payment received by the Issuing Lender shall be required to be returned
by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof
previously distributed by the Issuing Lender to it.



      3.5 Reimbursement
Obligation of the Borrower. The Borrower agrees to
reimburse the Issuing Lender not later than the next Business Day following each date on which
the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any


44









Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and
(b) any taxes, fees, charges or other reasonable costs or expenses incurred by the Issuing Lender
in connection with such payment. Each such payment shall be made to the Issuing Lender at its
address for notices specified herein in lawful money of the United States of America and in
immediately available funds. Interest shall be payable on any and all amounts remaining unpaid
by the Borrower under this Section from the date such amounts were paid by the Issuing Lender
(whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth
in subsection 2.11(h).



      3.6 Obligations
Absolute. The Borrower’s obligations under this Section 3 shall
be absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Borrower may have or have had against the Issuing
Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with
the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s
Reimbursement Obligations under subsection 3.5 shall not be affected by, among other things,
the validity or genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to be invalid, fraudulent or forged (subject to the immediately
succeeding sentence), or any dispute between or among the Borrower and any beneficiary of any
Letter of Credit or any other party to which such Letter of Credit may be transferred or any
claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such
transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however transmitted, in connection
with any Letter of Credit, except for errors or omissions resulting from the gross negligence or
willful misconduct of the Issuing Lender. The Borrower agrees that any action taken or omitted
by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or
documents, if done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the State of New York,
shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the
Borrower.



      3.7 Letter of Credit
Payments. If any draft shall be presented for payment under
any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and
amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with any
draft presented for payment under any Letter of Credit shall, in addition to any payment
obligation expressly provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in connection with such
presentment are substantially in conformity with such Letter of Credit.



      3.8 Applications. To the extent that any provision of any Application related to
any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this
Section 3 shall apply.



45








  
SECTION 4. REPRESENTATIONS AND
WARRANTIES,

      To induce the Administrative Agent and the Lenders to enter into this Agreement
and to make the Loans and issue or participate in the Letters of Credit, the Borrower hereby
represents and warrants to the Administrative Agent and each Lender that:



      4.1 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.



      4.2 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
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.



      4.3 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 the Applications 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 and the Applications. 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 or the Applications. This Agreement has been, and each
Application will be, duly executed and delivered on behalf of the Borrower. This Agreement
constitutes, and each Application when executed and delivered will constitute, 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).



      4.4 No Legal Bar; No
Default. The execution, delivery and performance of this
Agreement, the Applications, 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


46









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.



      4.5 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.



      4.6 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.



      4.7 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.



      4.8 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.



      4.9 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 4.1 or subsection 6.1(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.



      4.10 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



47









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.



      4.11 Subsidiaries. The Subsidiaries listed on Schedule 4.11 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).



      4.12 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 5. CONDITIONS PRECEDENT


      5.1 Conditions to Initial
Extensions of Credit. The agreement of each Lender to
make the initial extension of credit requested to be made by it is subject to the satisfaction, prior
to or concurrently with the making of such extension of credit, of the following conditions
precedent:



		
	 	      (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 hereof, 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 thereof), 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 10.5 for which invoices have been received before the Closing Date shall have
been paid.






48











		
	 	      (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.



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



		
	 	      (a) Notice of Borrowing. The Administrative Agent shall have received a notice
of borrowing, as required by subsection 2.1 or 2.3, as the case may be or, in the case of a
Letter of Credit, an Application as required by subsection 3.2.




		
	 	      (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 extensions of credit requested to be
made on such date.



Each borrowing by and Letter of Credit issued on behalf of the Borrower hereunder shall
constitute a representation and warranty by the Borrower as of the date of such Loan or Letter of
Credit that the conditions contained in this subsection 5.2 have been satisfied.



49










SECTION 6. 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:



            6.1 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).



            6.2 Certificates; Other Information. Furnish to:



		
	 	      (a) each Lender, concurrently with the delivery of the financial statements referred
to in subsections 6.1(a) and 6.1(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 7.1 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;



50









		
	 	      (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.




            6.3 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.



            6.4 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
business, except, in any such case, as otherwise permitted pursuant to subsection 7.5 or to the
extent that failure to do so would not have a Material Adverse Effect.



            6.5 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.



            6.6 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.



51











SECTION 7. 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:



            7.1 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.



            7.2 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 6.1(a).



            7.3 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 6.1(a).



            7.4 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



52









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 6.1(a).



            7.5 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.



SECTION 8. 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 or any
Reimbursement Obligation when due in accordance with the terms hereof or (ii) fail to
pay any interest on any Loan or any Reimbursement Obligation 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 4 or any certified statement furnished pursuant to subsection 6.2(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 6.3(a) or subsection 6.4(a) or (b) or Section 7; 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 8), 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



53











		
	 	      (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,
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



54











		
	 	      (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 (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) 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 (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) to be due and payable forthwith, whereupon the
same shall immediately become due and payable. Except as expressly provided above in this
Section 8, presentment, demand, protest and all other notices of any kind are hereby expressly
waived.


            With respect to all Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the
Borrower shall at such time deposit in a cash collateral account opened by the Administrative
Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of
Credit. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing
Lender and the L/C Participants, a security interest in such cash collateral to secure all
obligations of the Borrower under this Agreement and the other Loan Documents. Amounts held
in such cash collateral account shall be applied by the Administrative Agent to the payment of
drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of
Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder. After all such Letters of Credit shall have expired or been
fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other
obligations of the Borrower hereunder shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Borrower. The Borrower shall execute and deliver
to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, such
further documents and instruments as the Administrative Agent may reasonably request to
evidence the creation and perfection of the within security interest in such cash collateral
account.


55










SECTION 9. THE ADMINISTRATIVE AGENT



            9.1 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.



            9.2 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.



            9.3 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.



            9.4 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
receive such advice or concurrence of the Majority Lenders as it deems appropriate or it shall



56









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.



            9.5 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.



            9.6 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
come into the possession of the Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates.



57










            9.7 Indemnification. The U.S. 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 U.S. Commitment
Percentages in effect on the date on which indemnification is sought under this subsection 9.7
(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 U.S.
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 9.7 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 9.7 shall survive the payment of the Loans and all other amounts
payable hereunder.



            9.8 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 and with respect to any Letter
of Credit issued or participated in 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.



            9.9 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 9.9. 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
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

58








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 9 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.



            9.10 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 10. MISCELLANEOUS



            10.1 Amendments and Waivers. (a) Neither this Agreement, nor any terms
hereof may be amended, supplemented or modified except in accordance with the provisions of
this subsection 10.1. The Majority Lenders may, or, with the written consent of the Majority
Lenders, the Administrative Agent may, from time to time, (i) 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 (ii) 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 (A) reduce the principal amount of any Loan or L/C Obligation, 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 (B) amend, modify or waive any
provision of this subsection 10.1 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
reduce the percentages specified in the definitions of “Majority U.S. Lenders” with the written
consent of all the U.S. Lenders or “Majority Multicurrency Lenders” without the written consent
of all of the Multicurrency Lenders, or (C) amend, modify or waive any provision of Section 9 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, or (D) amend, modify or
waive any provision of subsection 2.4 without the written consent of the Swing Line Lenders at
such time; or (E) amend, modify or waive any provision of Section 3 without the written consent
of the Issuing Lender. 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.


59









            (b) In addition to amendments effected pursuant to the foregoing paragraph (a),
Schedule III may be amended as follows:



		
	 	            (i) (A) to change administrative information contained therein (other than
any interest rate definition, funding time, payment time or notice time contained therein)
or (B) to add Available Foreign Currencies (and related interest rate definitions and
administrative information) with the approval of the Majority Multicurrency Lenders, in
each case, upon execution and delivery by the Borrower and the Administrative Agent of
a written amendment providing for such amendment.




		
	 	            (ii) to conform any funding time, payment time or notice time contained
therein to then-prevailing market practices, upon execution and delivery by the Borrower
and the Administrative Agent of a written amendment providing for such amendment.




		
	 	            (iii) to change any interest rate definition contained therein, upon execution
and delivery by the Borrower, all the Multicurrency Lenders and the Administrative
Agent of a written amendment providing for such amendment.



            (c) The Administrative Agent shall give prompt notice to each U.S. Lender of any
amendment effected pursuant to subsection 10.1(b).



            10.2 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:		
with respect to Loans denominated in Dollars and other matters:
	
	
	
	

			
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



60








	 	 	 
	
	
	
	

			
Telephone: (212) 552-7309
	
	
	
	

	
	
	
	

	
	
	
	



			
and in the case of and with respect to Loans denominated in
Available Foreign Currencies and Swing Line Loans denominated
in Euro, Sterling or any Alternate Swing Line Foreign Currency:
	
	
	
	

	
	
	
	

	
	
	
	


			
The Chase Manhattan Bank
	
	
	
	

			
Trinity Tower
	
	
	
	

			
9 Thomas Moore Street
	
	
	
	

			
London, EY91T
	
	
	
	

			
Attention: Steven Hurford
	
	
	
	

			
Telecopy: 011-44-171-777-2367
	
	
	
	

			
Telephone: 011-44-171-777-2347
	
	
	
	

	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 2.1(b), 2.2(b), 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 3.2 shall not be effective until
received.



            10.3 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.



            10.4 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.



            10.5 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


61









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
2.20(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 10.5 shall survive
repayment of the Loans and all other amounts payable hereunder.



            10.6 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
(“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


62









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 2.17, 2.18 and 2.19 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) In addition to assignments pursuant to subsection 2.5(d), 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 than 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), the Administrative Agent, the Issuing
Lender and the Swing Line Lenders, 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, the Administrative Agent, the Issuing Lender and the Swing Line Lenders) and
delivered to the Administrative Agent for its acceptance and recording in the Register; provided
that, (i) if any U.S. Lender assigns a part of its rights and obligations under this Agreement in
respect of its U.S. Revolving Credit Loans and/or U.S. Commitment to an Assignee, such U.S.
Lender shall assign proportionate interests in (A) its participations in the Swing Line Loans and
Letters of Credit and other rights and obligations hereunder in respect of the Swing Line Loans
and Letters of Credit to such Assignee and (B) Multicurrency Loans and Multicurrency
Commitments (provided, that with the consent of the Borrower and the Administrative Agent, a
Lender may assign portions of its U.S. Commitment without assigning a proportionate share of
its Multicurrency Commitment if either (x) such proportionate share of such Multicurrency
Commitment shall be assumed by another Lender or (y) if the Borrower so agrees, such
proportionate share of such Multicurrency Commitment shall be terminated) and (ii) 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.


            (d) The Administrative Agent shall maintain at its address referred to in
subsection 10.2 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


63









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 10.6(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 U.S. Revolving Credit Loans owing to such Lender.



            10.7 Adjustments. If any Lender (a “benefitted Lender”) shall at any time receive
any payment of all or part of its Loans or the Reimbursement Obligations owing to it, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section 8(g), or otherwise),
such that it has received aggregate payments or collateral on account of its Loans or the
Reimbursement Obligations owing to it 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


64









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 the
Reimbursement Obligations owing to it, 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.



            10.8 Loan Conversion/Participations. (a) On the Conversion Date, if the ratio of
(i) the aggregate amount of the Multicurrency Loans, the U.S. Revolving Credit Loans and the
Swing Line Participation Amounts of the Multicurrency Lenders plus the L/C Obligations owed
to the Multicurrency Lenders to (ii) the aggregate amount the Multicurrency Loans, the U.S.
Revolving Credit Loans and the Swing Line Participation Amounts of all Lenders plus the L/C
Obligations owed to the all Lenders exceeds the U.S. Commitment Percentage of all
Multicurrency Lenders (immediately prior to the termination of the Commitment), then the
excess amount (the “Excess Loans”) shall be subject to the following adjustments;



		
	 	(A) To the extent that on the Conversion Date any Multicurrency Lender has any U.S.
Revolving Credit Loans outstanding or has any Swing Line Participation Amounts
denominated in Dollars, each Non-Multicurrency Lender severally unconditionally and
irrevocably agrees that it shall purchase in Dollars a participating interest in such
Multicurrency Lenders’ U.S. Revolving Credit Loans then outstanding and Swing Line
Participation Amounts denominated in Dollars in an amount as may be necessary to cause
each Lender’s interest in the aggregate amount of all Loans (other than the Competitive
Bid Loans, if any) and L/C Obligations after giving effect to the purchase contemplated
by this clause (A) to be equal to its U.S. Commitment Percentage (immediately before the
termination of the Commitments) or as near thereto as practicable; provided that the
aggregate amount purchased by all Non-Multicurrency Lenders shall not exceed the lesser
of (1) the Excess Loans and (2) the total aggregate amount of all L/C Obligations owed to
Multicurrency Lenders plus all Multicurrency Lenders’ U.S. Revolving Credit Loans and
Swing Line Participation Amounts denominated in Dollars.




		
	 	(B) To the extent that there remain any Excess Loans not purchased by the Non-
Multicurrency Lenders pursuant to the preceding clause (A) (the “Loans to be
Converted”) and to the extent not otherwise prohibited by a Requirement of Law or
otherwise, all Loans to be Converted shall be converted into Dollars (calculated on the
basis of the relevant Spot Exchange Rates as of the Business Day immediately preceding
the Conversion Date) (“Converted Loans”), and each Non-Multicurrency Lender
severally, unconditionally and irrevocably agrees that it shall purchase in Dollars a
participating interest in such Converted Loans in such amounts as may be necessary to
cause each Lender’s interest in the aggregate amount of all Loans (other than the
Competitive Bid Loans, if any) after giving effect to the purchase contemplated by this
clause (B) to be equal to its U.S. Commitment Percentage (immediately before the
termination of the Commitments).



65











		
	 	(C) Each U.S. Lender will immediately transfer to the Administrative Agent, in
immediately available funds, the amounts of its participation(s), and the proceeds of such
participation(s) shall be distributed by the Administrative Agent to each Lender from
which a participating interest is being purchased in the amount(s) provided for in the
preceding clauses (A) and (B). All Converted Loans shall bear interest at the rate which
would otherwise be applicable to ABR Loans.



            (b) If, for any reason, the Loans to be Converted, may not be converted into
Dollars in the manner contemplated by paragraph (a) of this subsection 10.8, (i) the
Administrative Agent shall determine the Dollar Equivalent of the Loans to be Converted,
(calculated on the basis of the Spot Exchange Rate as of the Business Day immediately preceding
the date on which such conversion would otherwise occur pursuant to paragraph (a) of this
subsection 10.8), (ii) effective on such Conversion Date, each Non-Multicurrency Lender
severally, unconditionally and irrevocably agrees that it shall purchase in Dollars a participating
interest in such Loans to be Converted, in an amount equal to the amount it would have
purchased pursuant to clause (B) of paragraph (a) above. Each Non-Multicurrency Lender will
immediately transfer to the Administrative Agent, in immediately available funds, the amount(s)
of its participation(s), and the proceeds of such participation(s) shall be distributed by the
Administrative Agent to each relevant Lender in the amount(s) provided for in the preceding
sentence.


            (c) If any Non-Excluded Taxes are required to be withheld from any amounts
payable by a Lender (the “First Lender”) to another Lender (the “Other Lender”) in connection
with its participating interest in any Converted Loan, the Borrower, with respect to the relevant
Loans made to it, shall be required to pay increased amounts to the Other Lender receiving such
payments from the First Lender but only to the extent the Borrower would have been required
under subsection 2.18 to pay such increased amounts if the Borrower had made such payments
with respect to the participating interest directly to the Other Lender; provided, however, that the
Borrower shall not be required to pay any such amounts to the Other Lender that is not organized
under the laws of the United States of America or a state thereof if such Other Lender fails to
comply with the requirements of paragraph (b) of subsection 2.18.


            (d) Each Non-Multicurrency Lender’s obligation to purchase participating
interests pursuant to subsection 10.8(a) shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation, (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender or the Borrower may have against any
Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 5; (C) any adverse change in the condition (financial or
otherwise) of the Borrower; (D) any breach of this Agreement by the Borrower or any other
Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.


            (e) The Borrower consents to the purchases set forth in paragraphs (a) and (b) of
this subsection.


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            10.9 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
$1,500,000,000.



            10.10 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.



            10.11 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.



            10.12 WAIVERS OF JURY TRIAL. THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND


67









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.



            10.13 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.


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      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:



69








	 	 
	
	
	
	

		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:



70








	 	 
	
	
	
	

		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 — MITSUBISHI 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:



71








	 	 
	
	
	
	

		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:



72








	 	 
	
	
	
	

		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:



73








	 	 
	
	
	
	

		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:




74