EXHIBIT 10.3



 


Exhibit 10.3


EXECUTION COPY











$300,000,000


364-DAY CREDIT AGREEMENT


Dated as of November 27, 2002


among



AETNA INC.,

as Borrower,


The Banks Listed Herein


and


JPMORGAN CHASE BANK,

as Administrative Agent






J.P. MORGAN SECURITIES INC.,

as Lead Arranger and Sole Bookrunner,


and


CITIBANK, N.A.,

DEUTSCHE BANK SECURITIES INC.,

FLEET BANK,

and

BANK OF AMERICA, N.A.,

as Co-Syndication Agents








 






 




TABLE OF CONTENTS */


	 	 	 	 	 
	 	 	 	 	Page

	 	 	 	 	

	 	 	
ARTICLE I	 	 
	 	 	
Definitions	 	 
	SECTION 1.01.	 	
Definitions
	 	1
	SECTION 1.02.	 	
Accounting Terms and Determinations
	 	13
	SECTION 1.03.	 	
Classifications of Borrowings
	 	14
	 	 	
ARTICLE II	 	 
	 	 	
The Credits	 	 
	SECTION 2.01.	 	
Commitments to Lend
	 	14
	SECTION 2.02.	 	
Notice of Committed Borrowings
	 	14
	SECTION 2.03.	 	
Money Market Borrowings
	 	15
	SECTION 2.04.	 	
Notice to Banks; Funding of Loans
	 	18
	SECTION 2.05.	 	
Evidence of Debt
	 	19
	SECTION 2.06.	 	
Maturity of Loans
	 	20
	SECTION 2.07.	 	
Termination or Reduction of Commitments
	 	20
	SECTION 2.08.	 	
Increase in Commitments
	 	20
	SECTION 2.09.	 	
Interest Rates
	 	21
	SECTION 2.10.	 	
Fees
	 	24
	SECTION 2.11.	 	
Method of Electing Interest Rates
	 	25
	SECTION 2.12.	 	
Prepayments
	 	26
	SECTION 2.13.	 	
General Provisions as to Payments
	 	27
	SECTION 2.14.	 	
Funding Losses
	 	28
	SECTION 2.15.	 	
Computation of Interest and Fees
	 	28
	SECTION 2.16.	 	
Regulation D Compensation
	 	28
	SECTION 2.17.	 	
Term-Out Option
	 	29



 






 



ii



	 	 	 	 	 
	 	 	
ARTICLE III	 	 
	 	 	
Conditions	 	 
	SECTION 3.01.	 	
Effectiveness
	 	29
	SECTION 3.02.	 	
Borrowings
	 	30
	 	 	
ARTICLE IV	 	 
	 	 	
Representations and Warranties	 	 
	SECTION 4.01.	 	
Corporate Existence and Power
	 	31
	SECTION 4.02.	 	
Corporate and Governmental Authorization; No Contravention
	 	31
	SECTION 4.03.	 	
Binding Effect
	 	31
	SECTION 4.04.	 	
Financial Information
	 	32
	SECTION 4.05.	 	
Litigation
	 	32
	SECTION 4.06.	 	
Compliance with ERISA
	 	32
	SECTION 4.07.	 	
Compliance with Laws and Agreements
	 	33
	SECTION 4.08.	 	
Investment Company Act; Public Utility Holding Company Act
	 	33
	SECTION 4.09.	 	
Full Disclosure
	 	33
	SECTION 4.10.	 	
Taxes
	 	33
	 	 	
ARTICLE V	 	 
	 	 	
Covenants	 	 
	SECTION 5.01.	 	
Information
	 	34
	SECTION 5.02.	 	
Conduct of Business and Maintenance of Existence and Insurance
	 	35
	SECTION 5.03.	 	
Minimum Adjusted Consolidated Net Worth
	 	35
	SECTION 5.04.	 	
Leverage Ratio
	 	35
	SECTION 5.05.	 	
Liens
	 	35
	SECTION 5.06.	 	
Consolidations, Mergers and Sales of Assets
	 	37
	SECTION 5.07.	 	
Use of Proceeds
	 	37
	SECTION 5.08.	 	
Compliance with Laws
	 	37



 






 




iii



	 	 	 	 	 	 
	SECTION 5.09.	 	
Inspection of Property, Books and Records
	 	 	37
	SECTION 5.10.	 	
Payment of Obligations
	 	 	37
	 	 	
ARTICLE VI	 	 	 
	 	 	
Defaults	 	 	 
	SECTION 6.01.	 	
Events of Default
	 	 	38
	SECTION 6.02.	 	
Notice of Default
	 	 	40
	 	 	
ARTICLE VII	 	 	 
	 	 	
The Agent	 	 	 
	SECTION 7.01.	 	
Appointment and Authorization
	 	 	41
	SECTION 7.02.	 	
Agent and Affiliates
	 	 	41
	SECTION 7.03.	 	
Action by Agent
	 	 	41
	SECTION 7.04.	 	
Consultation with Experts
	 	 	41
	SECTION 7.05.	 	
Liability of Agent
	 	 	41
	SECTION 7.06.	 	
Indemnification
	 	 	42
	SECTION 7.07.	 	
Credit Decision
	 	 	42
	SECTION 7.08.	 	
Successor Agent
	 	 	42
	SECTION 7.09.	 	
Agent’s Fees
	 	 	42
	 	 	
ARTICLE VIII	 	 	 
	 	 	
Change in Circumstances	 	 	 
	SECTION 8.01.	 	
Basis for Determining Interest Rate Inadequate or Unfair
	 	 	43
	SECTION 8.02.	 	
Illegality
	 	 	43
	SECTION 8.03.	 	
Increased Cost and Reduced Return
	 	 	44
	SECTION 8.04.	 	
Taxes
	 	 	45
	SECTION 8.05.	 	
Base Rate Loans Substituted for Affected Euro-Dollar Loans
	 	 	47
	SECTION 8.06.	 	
Substitution of Bank
	 	 	48
	SECTION 8.07.	 	
Election to Terminate
	 	 	48



 






 




iv



	 	 	 	 	 
	 	 	
ARTICLE IX	 	 
	 	 	
Miscellaneous	 	 
	SECTION 9.01.	 	
Notices
	 	49
	SECTION 9.02.	 	
No Waivers
	 	49
	SECTION 9.03.	 	
Expenses; Indemnification
	 	50
	SECTION 9.04.	 	
Amendments and Waivers
	 	50
	SECTION 9.05.	 	
Successors and Assigns
	 	50
	SECTION 9.06.	 	
New York Law
	 	53
	SECTION 9.07.	 	
Counterparts; Integration
	 	53
	SECTION 9.08.	 	
WAIVER OF JURY TRIAL
	 	53






	 
	Schedules and Exhibits
	 
	Schedule 2.01 - Commitments to Lend
	Exhibit A - Form of Note
	Exhibit B - Form of Money Market Quote Request
	Exhibit C - Form of Invitation for Money Market Quotes
	Exhibit D - Form of Money Market Quote
	Exhibit E-1 - Opinion of
William C. Baskin III, Esq.
	Exhibit E-2 - Opinion of Davis Polk & Wardwell
	Exhibit E-3 - Opinion of Drinker Biddle & Reath LLP
	Exhibit F - Form of Assignment and Assumption








 







		
	 	     364-DAY CREDIT AGREEMENT dated as of November 27, 2002
among AETNA INC., the BANKS listed on the signature pages
hereof, and JPMORGAN CHASE BANK, as Administrative Agent.



          The parties hereto agree as follows:



ARTICLE I


Definitions


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



          “Absolute Rate Auction” means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.



          “Adjusted Consolidated Net Worth” means at any date the total
shareholders’ equity of the Borrower and its Consolidated Subsidiaries
determined as of such date, adjusted to exclude net unrealized capital gains
and losses.



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



          “Affiliate” means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.



          “Agent” means JPMorgan Chase Bank in its capacity as administrative agent
for the Banks hereunder, and its successors in such capacity.



          “Applicable Lending Office” means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of
its Money Market Loans, its Money Market Lending Office.



          “Applicable Percentage” means, with respect to any Bank, the percentage of
the total Commitments represented by such Bank’s Commitment.



          “Assignment and Assumption” means an assignment and assumption entered
into by a Bank and an assignee (with the consent of any party whose consent is
required by Section 9.05), and accepted by the Agent, in the form of Exhibit F
or any other form approved by the Agent.



          “Bank” means each bank listed on the signature pages hereof, and its
successors and assignees.



 






 






2



          “Base Rate” means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.



          “Base Rate Loan” means (i) a Committed Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or a Notice
of Interest Rate Election or the provisions of Article VIII or (ii) an overdue
amount which was a Base Rate Loan immediately before it became overdue.



          “Base Rate Margin” has the meaning set forth in Section 2.09(a).



          “Borrower” means Aetna Inc., a Pennsylvania corporation, and its
successors.



          “Borrowing” means a borrowing hereunder consisting of Loans made to the
Borrower at the same time by the Banks pursuant to Article II. A Borrowing is
a “Base Rate Borrowing” if such Loans are Base Rate Loans, a “Euro-Dollar
Borrowing” if such Loans are Euro-Dollar Loans and a “Money Market Borrowing”
if such Loans are Money Market Loans.



          “Commitment” means, with respect to each Bank, the amount set forth
opposite the name of such Bank on Schedule 2.01 hereto, as such amount may be
terminated or reduced from time to time pursuant to Section 2.07, increased
pursuant to Section 2.08, terminated pursuant to Section 8.07 or changed
pursuant to Section 9.05.



          “Committed Loan” means a loan made by a Bank pursuant to Section 2.01;
provided that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term “Committed
Loan” shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.



          “Consolidated EBITDA” means, for any period, Consolidated Net Income for
such period plus, without duplication, to the extent deducted in determining
such Consolidated Net Income, the sum of (a) consolidated interest expense for
such period, (b) consolidated income tax expense for such period and (c) all
amounts attributable to depreciation, amortization and other similar non-cash
charges for such period; provided that, for purposes of determining
Consolidated EBITDA for any period, Consolidated Net Income for such period
shall be adjusted to exclude, without duplication, the effect on Consolidated
Net Income for such period of (i) the aggregate after-tax amount of any
nonrecurring charges taken on or before December 31, 2003, during such period
(up to an aggregate amount of $150,000,000 during such period), including, but
not limited to, charges incurred to restructure operations and/or exit certain
activities, including employee termination benefits and other costs, (ii) any
extraordinary gains or losses for such period, and (iii) the amount of any
cumulative effect adjustment associated with the Borrower’s adoption of SFAS
142.



          
 






 





3



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


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



          “Continuing Director” means, at any time, a director who (i) was a
director of the Borrower on the Effective Date or (ii) was nominated or elected
as a director by vote of a majority of the persons who were Continuing
Directors at the time of such nomination or election.



          “Control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
“Controlling” and “Controlled” have meanings correlative thereto.



          “Default” means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.



          “Disclosure Documents” means (a) the Confidential Bank Memorandum dated
October 22, 2002 and/or the Confidential Information Memorandum dated October
2002, previously delivered to the Banks; (b) the Borrower’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission for the period
ended December 31, 2001; (c) the Borrower’s Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission for the periods ended March
31, 2002, June 30, 2002, and September 30, 2002; and (d) the Borrower’s Current
Reports on Form 8-K filed with the Securities and Exchange Commission on or
before October 30, 2002.



          “Domestic Business Day” means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized by law to close.



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



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



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



 






 





4



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

          “Euro-Dollar Business Day” means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.



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



          “Euro-Dollar Loan” means (i) a Committed Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or a
Notice of Interest Rate Election or (ii) an overdue amount which was a
Euro-Dollar Loan immediately before it became overdue.



          “Euro-Dollar Margin” has the meaning set forth in Section 2.09(b).



          “Euro-Dollar Rate” means a rate of interest determined pursuant to Section
2.09(b) on the basis of the London Interbank Offered Rate.



          “Euro-Dollar Reserve Percentage” means, for any day, that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor), for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of “Eurocurrency liabilities” (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of any Bank to
United States residents).



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



          “Existing Credit Agreements” means (a) the $300,000,000 amended and
restated 364-day revolving credit agreement dated as of November 30, 2001,
among the Borrower, the banks party thereto and JPMorgan Chase Bank, as
administrative agent, and (b) the $500,000,000 three-year revolving credit
agreement dated as of December 13, 2000, among the Borrower, the banks party
thereto and JPMorgan Chase Bank, as administrative agent.



 






 



5



          “Federal Funds Rate” means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day; provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next
preceding Domestic Business Day as so published on the next succeeding
Domestic Business Day, and (ii) if no such rate is so published on such next
succeeding Domestic Business Day, the Federal Funds Rate for such day shall be
the average rate quoted to JPMorgan Chase Bank on such day on such transactions
as calculated by the Agent, such calculation to be supplied to the Borrower
upon the Borrower’s request.



          “Fitch” means Fitch, Inc.



          “Fixed Rate Loans” means Euro-Dollar Loans or Money Market Loans
(excluding Money Market LIBOR Loans bearing interest at the Base Rate for the
reason stated in Section 8.01) or any combination of the foregoing.



          “GAAP” means generally accepted accounting principles in the United States
of America.



          “Group of Loans” or “Group” means at any time a group of Loans consisting
of (i) all Committed Loans which are Base Rate Loans at such time or (ii) all
Committed Loans which are Euro-Dollar Loans having the same Interest Period at
such time; provided that, if Committed Loans of any particular Bank are
converted to or made as Base Rate Loans pursuant to Article VIII, such Loans
shall be included in the same Group or Groups of Loans from time to time as
they would have been in if they had not been so converted or made.



          “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, including pursuant to any “synthetic” lease arrangement, (c) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness;
provided that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business.



 






 



6



          “Indebtedness” of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable and accrued obligations incurred in the
ordinary course of business), (e) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)
all obligations of such Person as an account party to reimburse amounts drawn
under any letter of credit or letter of guaranty that constituted Indebtedness
of such Person under clause (f) above prior to drawing thereunder and (h) all
obligations of such Person in respect of leases required to be accounted for as
capital leases under GAAP.



          “Interest Period” means:




		
	 	     (a) with respect to each Base Rate Borrowing, the period commencing
on the date of such Borrowing and ending on the next succeeding Quarterly
Date; provided that any Interest Period which would otherwise end after
the Termination Date (or, in the case of an Interest Period for Term
Loans, the Term-Out Maturity Date) shall end on the Termination Date (or
the Term-Out Maturity Date, as applicable);
	 
	 	     (b) with respect to each Euro-Dollar Loan, a period commencing on
the date of Borrowing specified in the applicable Notice of Committed
Borrowing or on the date specified in the applicable Notice of Interest
Rate Election and ending one, two, three or six months thereafter, as the
Borrower may elect in the applicable Notice or such longer period as
mutually agreed to by the Borrower and all of the Banks; provided that:




		
	 	     (i) any Interest Period which would otherwise end on a day
which is not a Euro-Dollar Business Day shall, subject to clause
(iii) below, be extended to the next succeeding Euro-Dollar
Business Day;
	 
	 	     (ii) any Interest Period which begins on the last Euro-Dollar
Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end
of such Interest Period) shall, subject to clause (c) below, end
on the last Euro-Dollar Business Day of a calendar month; and
	 
	 	     (iii) any Interest Period which would otherwise end after the
Termination Date (or, in the case of an Interest Period for Term
Loans, the Term-Out Maturity



 






 






7




		
	 	     Date) shall end on the Termination
Date (or the Term-Out Maturity Date, as applicable).




		
	 	     (c) with respect to each Money Market LIBOR Loan, the period
commencing on the date of Borrowing and ending such whole number of
months thereafter as the Borrower may elect in accordance with Section
2.03; provided that:




		
	 	     (i) any Interest Period which would otherwise end on a day
which is not a Euro-Dollar Business Day shall, subject to clause
(iii) below, be extended to the next succeeding Euro-Dollar
Business Day;
	 
	 	     (ii) any Interest Period which begins on the last Euro-Dollar
Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end
of such Interest Period) shall, subject to clause (d) below, end
on the last Euro-Dollar Business Day of a calendar month; and




		
	 	     (iii) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date;




		
	 	     (d) with respect to each Money Market Absolute Rate Loan, the period
commencing on the date of Borrowing and ending such number of days
thereafter (but not less than seven days) as the Borrower may elect in
accordance with Section 2.03; provided that:




		
	 	     (i) any Interest Period which would otherwise end on a day
which is not a Euro-Dollar Business Day shall, subject to clause
(ii) below, be extended to the next succeeding Euro-Dollar
Business Day; and
	 
	 	     (ii) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.



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



          “Invitation for Money Market Quotes” means an invitation from the Agent to
the Banks to submit Money Market Quotes pursuant to Section 2.03(c).



          “Level I Period” means any period during which any long-term Senior
Unsecured Debt of the Borrower has ratings that are better than or equal to at
least two of the following three ratings: (i) A by S&P and/or (ii) A2 by
Moody’s and/or (iii) A by Fitch; provided that if S&P or Moody’s or Fitch
changes its rating system after the date hereof, the new rating of such rating
agency that most closely corresponds to the level specified above for such
rating agency shall be substituted for such level.



 






 





8



          “Level II Period” means any period (other than a Level I Period) during
which any long-term Senior Unsecured Debt of the Borrower has ratings that are
better than or equal to at least two of the following three ratings: (i) A- by
S&P and/or (ii) A3 by Moody’s and/or (iii) A- by Fitch; provided that if S&P or
Moody’s or Fitch changes its rating system after the date hereof, the new
rating of such rating agency that most closely corresponds to the level
specified above for such rating agency shall be substituted for such level.



          “Level III Period” means any period (other than a Level I Period or a
Level II Period) during which any long-term Senior Unsecured Debt of the
Borrower has ratings which are better than or equal to at least two of the
following three ratings: (i) BBB+ by S&P and/or (ii) Baa1 by Moody’s and/or
(iii) BBB+ by Fitch; provided that if S&P or Moody’s or Fitch
changes its rating system after the date hereof, the new rating of such
agency that most closely corresponds to the level specified above for such
rating agency shall be substituted for such level.



          “Level IV Period” means any period (other than a Level I Period, Level II
Period or Level III Period) during which any long-term Senior Unsecured Debt of
the Borrower has ratings which are better than or equal to at least two of the
following three ratings: (i) BBB by S&P and/or (ii) Baa2 by Moody’s and/or
(iii) BBB by Fitch; provided that if S&P or Moody’s or Fitch changes its rating
system after the date hereof, the new rating of such agency that most closely
corresponds to the level specified above for such rating agency shall be
substituted for such level.



          “Level V Period” means any period (other than a Level I Period, Level II
Period, Level III Period or Level IV Period) during which any long-term Senior
Unsecured Debt of the Borrower has ratings which are better than or equal to at
least two of the following three ratings: (i) BBB- by S&P and/or (ii) Baa3 by
Moody’s and/or (iii) BBB- by Fitch; provided that if S&P or Moody’s or Fitch
changes its rating system after the date hereof, the new rating of such agency
that most closely corresponds to the level specified above for such rating
agency shall be substituted for such level.



          “Level VI Period” means any period (other than a Level I Period, Level II
Period, Level III Period, Level IV Period or Level V Period) during which any
long-term Senior Unsecured Debt of the Borrower has ratings which are better
than or equal to at least two of the following three ratings: (i) BB+ by S&P
and/or (ii) Ba1 by Moody’s and/or (iii) BB+ by Fitch; provided that if S&P or
Moody’s or Fitch changes its rating system after the date hereof, the new
rating of such agency that most closely corresponds to the level specified
above for such rating agency shall be substituted for such level.



          “Level VII Period” means any period other than a Level I Period, Level II
Period, Level III Period, Level IV Period, Level V Period or Level VI Period.



 






 





9



          “Leverage Ratio” means, as of the end of any fiscal quarter of the
Borrower, the ratio of (a) Total Debt as of such date to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters of the Borrower then
ended.



          “LIBOR Auction” means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the London Interbank Offered Rate pursuant to
Section 2.03.



          “Lien” means, with respect to any asset, any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset.



          “Loan” means a Base Rate Loan, a Euro-Dollar Loan or a Money Market Loan
and “Loans” means any combination of the foregoing.



          “London Interbank Offered Rate” has the meaning set forth in Section
2.09(b).



          “Material Subsidiary” means a Consolidated Subsidiary of the Borrower
that, as of the time of determination of whether such Consolidated Subsidiary
is a “Material Subsidiary”, accounted on a consolidated basis for 10% or more
of the total assets of the Borrower and its Consolidated Subsidiaries (i) as of
September 30, 2002, until the first consolidated financial statements of the
Borrower are delivered to the Agent pursuant to Section 5.01(a) or (b) and,
thereafter, (ii) as of the most recent date for which a consolidated balance
sheet of the Borrower has been delivered to the Agent pursuant to Section
5.01(a) or (b); provided that, for purposes of Article VI, if any event or
combination of events described in clauses (g) and (h) of Section 6.01 occur
with respect to any one or more Consolidated Subsidiaries that are not Material
Subsidiaries but in the aggregate would constitute a Material Subsidiary if
such Consolidated Subsidiaries constituted a single Consolidated Subsidiary,
then such Consolidated Subsidiaries shall be deemed collectively to constitute
a Material Subsidiary for purposes of such clauses.



          “Minimum Adjusted Consolidated Net Worth” means, as of the end of any
fiscal quarter of the Borrower, the sum of (a) $5,000,000,000 plus (b) in the
case of any determination as of the end of any fiscal quarter ending after
December 31, 2002, the amount equal to 50% of Consolidated Net Income in
respect of each fiscal quarter of the Borrower as to which Consolidated Net
Income is a positive amount and that ends after December 31, 2002, and on or
prior to such date of determination; provided that the amount of “Minimum
Adjusted Consolidated Net Worth” as of any date shall be reduced on a
dollar-for-dollar basis by the aggregate after-tax amount of any nonrecurring
charges (up to an aggregate amount of $150,000,000) taken after September 30,
2002, and on or before December 31, 2003, including, but not limited to,
charges incurred to restructure operations and/or exit certain activities,
including employee termination benefits and other costs.



 






 





10


          “Money Market Absolute Rate” has the meaning set forth in Section 2.03(d).



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



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



          “Money Market LIBOR Loan” means a loan made or to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the Base
Rate for the reason stated in Section 8.01).



          “Money Market Loan” means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.



          “Money Market Margin” has the meaning set forth in Section 2.03(d).



          “Money Market Quote” means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.03.



          “Money Market Quote Request” means a request by the Borrower to the Banks
to make Money Market Loans in accordance with Section 2.03(b).



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



          “Notes” means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and “Note” means any one of such promissory notes issued hereunder.



          “Notice of Borrowing” means a Notice of Committed Borrowing (as defined in
Section 2.02) or a Notice of Money Market Borrowing (as defined in Section
2.03(f)).



          “Notice of Interest Rate Election” has the meaning set forth in Section
2.11.



          “Other Taxes” has the meaning set forth in Section 8.04(a).



          “Participant” has the meaning set forth in Section 9.05(e).



 






 





11


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



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



          “Plan” means at any time an employee pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum funding standards under Section
412 of the Internal Revenue Code and is either (i) maintained by a member of
the ERISA Group for employees of a member of the ERISA Group or (ii) maintained
pursuant to a collective bargaining agreement or any other arrangement under
which more than one employer makes contributions and to which a member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions.



          “Prime Rate” means the rate of interest publicly announced by JPMorgan
Chase Bank in New York City from time to time as its Prime Rate.



          “Quarterly Date” means the last Domestic Business Day of each March, June,
September and December.



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



          “Reportable Event” means any reportable event as defined in Section
4043(c) of ERISA or the regulations issued thereunder (other than a Reportable
Event as to which the 30-day notice requirement has been waived by applicable
regulation) with respect to a Plan (other than a Plan maintained by a member of
an applicable ERISA Group that is considered a member of such ERISA Group only
pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code).



          “Required Banks” means at any time Banks having at least 51% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding at least 51% of the aggregate unpaid principal amount of
the Loans.



          “Required Capital” has the meaning set forth in Section 8.03(b).



          “Responsible Financial Officer” means chief financial officer, treasurer,
chief accounting officer or senior corporate finance officer.



          “Revolving Credit Period” means the period from the Effective Date to and
including the Termination Date.



          “S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.



 






 




12


          “Senior Unsecured Debt” means indebtedness for borrowed money that is not
subordinated to any other indebtedness for borrowed money and is not secured or
supported by a guarantee, letter of credit or other form of credit enhancement.



          “SFAS 142” means Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangibles.



          “Subsidiary” means any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Borrower.



          “Taxes” has the meaning set forth in Section 8.04(a).



          “Termination Date” means November 26, 2003, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.



          “Term Loan” means a Committed Loan that remains outstanding after the
Termination Date as a result of the exercise by the Borrower of its rights
under Section 2.17.



          “Term-Out Maturity Date” means the date that is one year after the
Termination Date or, if such day is not a Euro-Dollar Business Day, the next
day thereafter that is a Euro-Dollar Business Day.



          “Three-Year Credit Agreement” means the three-year credit agreement dated
as of the date hereof among the Borrower, the banks party thereto and JPMorgan
Chase Bank, as administrative agent.



          “Total Debt” means, as of any date, the aggregate principal amount of
Indebtedness of the Borrower and its Consolidated Subsidiaries as of such date
(whether or not such Indebtedness would be reflected on a consolidated balance
sheet prepared as of such date in accordance with GAAP), determined on a
consolidated basis.

          “Trigger Event” has the meaning set forth in Section 8.03(c).



          “Usage” means at any date the percentage equivalent of a fraction (i) the
numerator of which is the sum of (a) the aggregate outstanding principal amount
of the Loans (including Money Market Loans) at such date, and (b) the aggregate
outstanding principal amount of all “Loans” (including “Money Market Loans”)
and the aggregate undrawn amount of all outstanding “Letters of Credit” and all
unreimbursed drawings thereunder at such date, in each case under and as
defined in the Three-Year Credit Agreement, and (ii) the denominator of which
is the sum of (a) the aggregate amount of the Commitments at such date, after
giving effect to any reduction or increase in the Commitments on such date, and
(b) the aggregate amount of the “Commitments” on such date under and as defined
in the Three-Year



 






 





13


Credit Agreement, after giving effect to any reduction or
increase in the “Commitments” on such date, under and as defined in the
Three-Year Credit Agreement; provided that if the Commitments have terminated
but the Borrower has exercised the term-out option described in Section 2.17,
then for the purposes of clause (ii)(a) above the Commitments shall be deemed
to remain in effect in an amount equal to the aggregate principal amount of any
outstanding Term Loans at the time.


          SECTION 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP as
in effect from time to time, applied on a basis consistent (except for changes
concurred in by the Borrower’s independent public accountants) with the most
recent audited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries delivered to the Banks; provided that, if the
Borrower notifies the 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 Agent
notifies the Borrower that the Required Banks 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 in GAAP shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.



          SECTION 1.03. Classifications of Borrowings. Borrowings are classified
for purposes of this Agreement either by reference to the pricing of Loans
comprising such Borrowing (e.g., a “Euro-Dollar Borrowing” is a Borrowing
comprised of Euro-Dollar Loans) or by reference to the provisions of Article II
under which participation therein is determined (i.e., a “Committed Borrowing”
is a Borrowing under Section 2.01 in which all Banks participate in proportion
to their Commitments, while a “Money Market Borrowing” is a Borrowing under
Section 2.03 in which the Bank participants are determined on the basis of
their bids).



ARTICLE II


The Credits


          SECTION 2.01. Commitments to Lend. On the terms and conditions set forth
in this Agreement, each Bank severally agrees to lend to the Borrower, from
time to time during the Revolving Credit Period, amounts not to exceed in the
aggregate at any one time outstanding the amount of such Bank’s Commitment.
Each Borrowing under this Section 2.01 shall be in an aggregate principal
amount of $15,000,000 or any larger multiple of $1,000,000 (except that any
such Borrowing may be in the



 






 




14


aggregate amount of the unused Commitments) and
shall be made from the several Banks ratably in proportion to their respective
Commitments. Within the foregoing limits, the Borrower may borrow under this
Section, repay, or to the extent permitted by Section 2.12, prepay Loans and
reborrow at any time during the Revolving Credit Period under this Section.
Failure by any Bank to make Loans as required under the terms of this Agreement
will not relieve any other Bank of its obligations hereunder. Notwithstanding
the foregoing, any Money Market Loans made by a Bank shall be deemed usage of
the total Commitments for the purpose of availability, but shall not reduce
such Bank’s obligation to lend its pro rata share of its Commitment.


          SECTION 2.02. Notice of Committed Borrowings. The Borrower shall give
the Agent notice (a “Notice of Committed Borrowing”) not later than 10:30 A.M.
(New York City time) on (x) the date of each Base Rate Borrowing and (y) the
third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:




		
	 	     (a) the date of such Borrowing, which shall be a Domestic Business
Day in the case of a Base Rate Borrowing
and a Euro-Dollar Business Day in the case of a Euro-Dollar
Borrowing,




		
	 	     (b) the aggregate amount of such Borrowing,
	 
	 	     (c) whether the Loans comprising such Borrowing are to be Base Rate
Loans or Euro-Dollar Loans, and
	 
	 	     (d) in the case of a Euro-Dollar Borrowing, the duration of the
initial Interest Period applicable thereto, subject to the provisions of
the definition of Interest Period.



          SECTION 2.03. Money Market Borrowings. (a) The Money Market Option. In
addition to Committed Loans pursuant to Section 2.01, the Borrower may, as set
forth in this Section, request the Banks from time to time during the Revolving
Credit Period to make offers to make Money Market Loans to the Borrower. The
Banks may, but shall have no obligation to, make such offers and the Borrower
may, but shall have no obligation to, accept any such offers in the manner set
forth in this Section.



          (b) Money Market Quote Request. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received no later
than 10:00 A.M. (New York City time) on (x) the fourth Euro-Dollar Business Day
prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction
or (y) the Domestic Business Day next preceding the date of Borrowing proposed
therein, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Agent shall have mutually agreed
upon and shall have notified to the Banks not later than the date of the Money
Market Quote Request for the first LIBOR Auction or



 






 





15


Absolute Rate Auction for
which such change is to be effective) specifying:



		
	 	     (i) the proposed date of Borrowing, which shall be a Euro-Dollar
Business Day in the case of a LIBOR Auction or a Domestic Business Day in
the case of an Absolute Rate Auction,
	 
	 	     (ii) the aggregate amount of such Borrowing, which shall be
$15,000,000 or a larger multiple of $1,000,000,
	 
	 	     (iii) the duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period, and
	 
	 	     (iv) whether the Money Market Quotes requested are to set forth a
Money Market Margin or a Money Market Absolute Rate.



The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or following
notice to each of
the Banks, such other number of days as the Borrower and the Agent may agree
upon) of any other Money Market Quote Request.


          (c) Invitation for Money Market Quotes. Promptly upon receipt of a Money
Market Quote Request, the Agent shall send to the Banks by telex or facsimile
transmission an Invitation for Money Market Quotes substantially in the form of
Exhibit C hereto, which shall constitute an invitation by the Borrower to each
Bank to submit Money Market Quotes offering to make the Money Market Loans to
which such Money Market Quote Request relates in accordance with this Section.



          (d) Submission and Contents of Money Market Quotes. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this subsection (d) and must be
submitted to the Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 9.01 not later than (x) 9:30 A.M. (New York
City time) on the third Euro-Dollar Business Day prior to the proposed date of
Borrowing, in the case of a LIBOR Auction, or (y) 9:30 A.M. (New York City
time) on the proposed date of Borrowing, in the case of an Absolute Rate
Auction (or, in either case, such other time or date as the Borrower and the
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective); provided that
Money Market Quotes submitted by the Agent (or any Affiliate of the Agent) in
the capacity of a Bank may be submitted, and may only be submitted, if the
Agent or such Affiliate notifies the Borrower of the terms of the offer or
offers contained therein not later than (x) 9:15 A.M. (New York City time) on
the third Euro-Dollar Business Day prior to the proposed date of Borrowing,



 






 




16


in the case of a LIBOR Auction or (y) 9:15 A.M. (New York City time) on the
proposed date of Borrowing, in the case of an Absolute Rate Auction. Subject
to Articles III and VI, any Money Market Quote so made shall be irrevocable
except with the written consent of the Agent given on the instructions of the
Borrower.



		
	                        
(ii) Each Money Market Quote shall be in substantially the form of
Exhibit D hereto and shall in any case specify:

	 
	 	     (A) the proposed date of Borrowing,
	 
	 	     (B) the principal amount of the Money Market Loan for which each
such offer is being made, which principal amount (x) may be greater than
or less than the Commitment of the quoting Bank, (y) must be $15,000,000
or a larger multiple of $1,000,000 and (z) may not exceed the principal
amount of Money Market Loans for which offers were requested,
	 
	 	     (C) in the case of a LIBOR Auction, the margin above or below the
applicable London Interbank Offered Rate (the “Money Market Margin”)
offered for each such Money Market Loan, expressed as a percentage
(rounded to the nearest 1/10,000th of 1%) to be added to or subtracted
from such base rate,
	 
	 	     (D) in the case of an Absolute Rate Auction, the rate of interest
per annum (rounded to the nearest 1/10,000th of 1%) (the “Money Market
Absolute Rate”) offered for each such Money Market Loan, and
	 
	 	     (E) the identity of the quoting Bank.



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


                        
(iii) Any Money Market Quote shall be disregarded if it:




		
	 	     (A) is not substantially in conformity with Exhibit D hereto or does
not specify all of the information required by subsection (d)(ii);
	 
	 	     (B) contains qualifying, conditional or similar language;
	 
	 	     (C) proposes terms other than or in addition to those set forth in
the applicable Invitation for Money Market Quotes; or
	 
	 	     (D) arrives after the time set forth in subsection (d)(i).



                        
(e) Notice to Borrower. The Agent shall promptly notify the Borrower of
the terms (x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection (d) and



 






 





17


(y)  of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request.
Any such subsequent Money Market Quote shall be disregarded by the Agent unless
such subsequent Money Market Quote is submitted solely to correct a manifest
error in such former Money Market Quote. The Agent’s notice to the Borrower
shall specify (A) the aggregate principal amount of Money Market Loans for
which offers have been received for each Interest Period specified in the
related Money Market Quote Request, (B) the respective principal amounts and
Money Market Margins or Money Market Absolute Rates, as the case may be, so
offered (including the names of the Banks) and (C) if applicable, limitations
on the aggregate principal amount of Money Market Loans for which offers in any
single Money Market Quote for any Interest Period may be accepted.


          (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Agent shall have mutually agreed
upon and shall have notified to the Banks not later than the date of the Money
Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective), the Borrower shall notify the Agent of
its acceptance
or non-acceptance of the offers so notified to it pursuant to subsection
(e). In the case of acceptance, such notice (a “Notice of Money Market
Borrowing”) shall specify the aggregate principal amount of offers for each
Interest Period that are accepted. The Borrower may accept any Money Market
Quote for any Interest Period in whole or in part; provided that:



     (i)  the aggregate principal amount of each Money Market Borrowing may not
exceed the applicable amount set forth in the related Money Market Quote
Request,


     (ii)  the principal amount of each Money Market Borrowing must be
$15,000,000 or a larger multiple of $1,000,000,


     (iii)  acceptance of offers may only be made on the basis of ascending
Money Market Margins or Money Market Absolute Rates, as the case may be, and


     (iv)  the Borrower may not accept any offer that is described in subsection
(d)(iii) or that otherwise fails to comply with the requirements of this
Agreement.


          (g) Allocation by Agent. If offers are made by two or more Banks with
the same Money Market Margins or Money Market Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by the Agent among such Banks as nearly as possible (in multiples
of such number, not greater than



 






 





18


$1,000,000 as the Agent may deem appropriate)
in proportion to the aggregate principal amounts of such offers.
Determinations by the Agent of the pro rata amounts of Money Market Loans shall
be conclusive in the absence of manifest error.


          SECTION 2.04. Notice to Banks; Funding of Loans. (a) Upon receipt of a
Notice of Borrowing, the Agent shall promptly notify each Bank of the contents
thereof and of such Bank’s share (if any) of such Borrowing and such Notice of
Borrowing shall not thereafter be revocable by the Borrower.



          (b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall make available its share of
such Borrowing, in Federal or other funds immediately available in New York
City, to the Agent at its address specified in or pursuant to Section 9.01.
Unless the Agent determines that any applicable condition specified in Article
III has not been satisfied, the Agent will make the funds so received from the
Banks available to the Borrower at the Agent’s aforesaid address.



          (c) Unless the Agent shall have received notice from a Bank prior to the
date of any Borrowing that such Bank will not make available to the Agent such
Bank’s share of such Borrowing, the Agent may assume that such Bank has made
such share available to the Agent on the date of such Borrowing in accordance
with subsection (b) of this Section 2.04 and the Agent may, in reliance upon
such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent that such Bank
shall not have so made such share available to the Agent, such Bank and the
Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal
to the higher of the Federal Funds Rate and the interest rate applicable
thereto pursuant to Section 2.09 and (ii) in the case of such Bank, the Federal
Funds Rate. If such Bank shall repay to the Agent such corresponding amount,
such amount so repaid shall constitute such Bank’s Loan included in such
Borrowing for purposes of this Agreement.



          SECTION 2.05. Evidence of Debt. (a) Each Bank shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Bank resulting from each Loan made by such
Bank, including the amounts of principal and interest payable and paid to such
Bank from time to time hereunder.



          (b) The Agent shall maintain accounts in which it shall record (i) the
Commitment of each Bank and the amount of each Loan made hereunder by such
Bank, (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Bank hereunder and (iii) the amount
of any sum received by the Agent hereunder for the accounts of the Banks and
each Bank’s share thereof.



 






 





19


          (c) The entries made in the accounts maintained pursuant to paragraph (b)
of this Section 2.05 shall be evidence of the existence and amounts of the
obligations recorded therein and shall be presumptively correct absent
demonstrable error; provided that the failure of the Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this Agreement.



          (d) Any Bank may request in writing that Loans made by it be evidenced by
a Note. In such event, the Borrower shall prepare, execute and deliver to such
Bank a Note payable to the order of such Bank in the form of Exhibit A.
Thereafter, the Loans evidenced by such Note and interest thereon shall at all
times (including after assignment pursuant to Section 9.05) be represented by
one or more Notes in such form payable to the order of the payee named therein.



          (e) Each Bank agrees that it will cancel and return to the Borrower all
Notes then held by it upon the earlier of (i) the Termination Date (or, in the
case of any Note or Notes evidencing Term Loans, the Term-Out Maturity Date);
provided that no Default shall have then occurred and be continuing or (ii) the
date such Bank’s Commitment has been terminated and there are no Loans
outstanding to or accrued interest owing to such Bank.



          SECTION 2.06. Maturity of Loans. (a) The Committed Loans of each Bank
shall mature, and the principal amount thereof shall be due and
payable, together with accrued interest thereon, on the Termination Date
(or, in the case of Term Loans, the Term-Out Maturity Date).



          (b) Each Money Market Loan shall mature, and the principal amount thereof
shall be due and payable, together with accrued interest thereon, on the last
day of the Interest Period applicable to such Money Market Loan.



          SECTION 2.07. Termination or Reduction of Commitments. (a) The
Commitments of each Bank shall terminate on the Termination Date.



          (b) During the Revolving Credit Period the Borrower may, upon at least
three Domestic Business Days’ notice to the Agent, terminate the Commitments at
any time, if no Loans are outstanding at such time.



          (c) During the Revolving Credit Period the Borrower may, upon at least
three Domestic Business Days’ notice to the Agent, ratably reduce the
Commitments from time to time by an aggregate amount of $10,000,000 or any
larger multiple of $1,000,000, but only to the extent that the aggregate amount
of the Commitments exceeds the aggregate outstanding principal amount of the
Loans.



          SECTION 2.08. Increase in Commitments. (a) During the Revolving Credit
Period, the Borrower may, by written notice to the Agent (which shall promptly
deliver a copy to each of the



 






 





20


Banks), request at any time or from time to time
that the total Commitments be increased; provided that (i) the aggregate amount
of all such increases pursuant to this Section shall not exceed $75,000,000,
(ii) the Borrower shall offer each Bank the opportunity to increase its
Commitment by its Applicable Percentage of the proposed increased amount, and
(iii) each Bank, in its sole discretion, may either (A) agree to increase its
Commitment by all or a portion of the offered amount or (B) decline to increase
its Commitment. Any such notice shall set forth the amount of the requested
increase in the total Commitments and the date on which such increase is
requested to become effective. In the event that the Banks shall have agreed
to increase their Commitments by an aggregate amount less than the increase in
the total Commitments requested by the Borrower, the Borrower may arrange for
one or more banks or other financial institutions (any such bank or other
financial institution being called an “Augmenting Bank”), which may include any
Bank, to extend Commitments or increase its existing Commitments in an
aggregate amount equal to the unsubscribed amount; provided that (i) each
Augmenting Bank, if not already a Bank hereunder, shall be subject to the
approval of the Agent (which approval shall not be unreasonably withheld) and
(ii) each Augmenting Bank, if not already a Bank hereunder, shall become a
party to this Agreement by completing and delivering to the Agent a duly
executed accession agreement in a form satisfactory to the Agent and the
Borrower. Increases and new Commitments created pursuant to this paragraph (a)
shall become effective on the date specified in the notice delivered by the
Borrower pursuant to the first sentence
of this paragraph. Notwithstanding the foregoing, no increase in the
total Commitments (or in the Commitment of any Bank) shall become effective
under this paragraph unless, (i) on the date of such increase, the conditions
set forth in clauses (b) and (d) of Section 3.02 shall be satisfied (as though
a Borrowing were being made on such date) and the Agent shall have received a
certificate to that effect dated such date and executed by a Responsible
Financial Officer of the Borrower, and (ii) the Agent shall have received (to
the extent requested by the Agent reasonably in advance of such date) documents
consistent with those delivered under clauses (c) and (d) of Section 3.01 as to
the corporate power and authority of the Borrower to borrow hereunder and as to
the enforceability of this Agreement after giving effect to such increase.


          (b) At the time that any increase in the total Commitments pursuant to
paragraph (a) above (a “Commitment Increase”) becomes effective, if any
Committed Loans are outstanding, the Borrower shall prepay in accordance with
Section 2.12 the aggregate principal amount of all Committed Loans outstanding
(the “Initial Loans”); provided that (i) nothing in this Section shall prevent
the Borrower from funding the prepayment of Initial Loans with concurrent
Borrowings hereunder in accordance with the provisions of this Agreement,
giving effect to the Commitment Increase, and (ii) no such prepayment shall be
required if, after giving effect to the Commitment Increase, each Bank has the
same Applicable Percentage as immediately prior to such Commitment Increase.



 






 




21


          SECTION 2.09. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the
date such Loan is made until it becomes due, at a rate per annum equal to the
Base Rate Margin plus the Base Rate for such day. Such interest shall be
payable for each Interest Period on the earlier of (i) the last day of the
Interest Period applicable thereto or (ii) the Termination Date (or, in the
case of Term Loans, the Term-Out Maturity Date). Any overdue principal of and,
to the extent permitted by law, overdue interest on any Base Rate Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the sum of 2% plus the Base Rate Margin plus the Base Rate for such
day.



          The “Base Rate Margin” applicable to any Base Rate Loan outstanding on any
day, subject to paragraph (c) of this Section, means:



		
	 	     (i)    if such day falls within a Level I Period, Level II Period,
Level III Period or Level IV Period, then 0%;
	 
	 	     (ii)   if such day falls within a Level V Period, then 0.400%;
	 
	 	     (iii)  if such day falls within a Level VI Period, then 0.700%; and
	 
	 	     (iv)  if such day falls within a Level VII Period, then 1.250%.



          (b) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each Interest Period applicable thereto, at a
rate per annum equal to the sum of the Euro-Dollar Margin plus the applicable
London Interbank Offered Rate. Such interest shall be payable for each
Interest Period on the earlier of (i) the last day thereof, (ii) three months
after the initial date thereof and, if such Interest Period is longer than
three months, at intervals of three months thereafter or (iii) the Termination
Date (or, in the case of Term Loans, the Term-Out Maturity Date).



          “Euro-Dollar Margin” applicable to any Euro-Dollar Loan outstanding on any
day, subject to paragraph (c) of this Section, means: (A) if Usage on such day
is less than or equal to 33%:




		
	 	     (i)    if such day falls within a Level I Period, then 0.400%;
	 
	 	     (ii)   if such day falls within a Level II Period, then 0.500%;
	 
	 	     (iii)  if such day falls within a Level III Period, then 0.725%;
	 
	 	     (iv)  if such day falls within a Level IV Period, then 0.825%;



 






 





22



		
	 	     (v)   if such day falls within a Level V Period, then 1.150%;
	 
	 	     (vi)  if such day falls within a Level VI Period, then 1.450%; and
	 
	 	     (vii) if such day falls within a Level VII Period, then 2.000%; or
	 
	 	     (B)   if Usage on such day is greater than 33%:
	 
	 	     (i)    if such day falls within a Level I Period, then 0.525%;
	 
	 	     (ii)   if such day falls within a Level II Period, then 0.625%;
	 
	 	     (iii)  if such day falls within a Level III Period, then 0.850%;
	 
	 	     (iv)  if such day falls within a Level IV Period, then 1.075%;
	 
	 	     (v)   if such day falls within a Level V Period, then 1.400%;
	 
	 	     (vi)  if such day falls within a Level VI Period, then 1.700%; and
	 
	 	     (vii) if such day falls within a Level VII Period, then 2.250%.




          The “London Interbank Offered Rate” applicable to any Interest Period
means the rate per annum (rounded upwards, if necessary, to the nearest 1/32 of
1%) appearing on the Moneyline Telerate Screen page 3750 (or any successor
page) as the London interbank offered rate for deposits in U.S. dollars at
11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of
such Interest Period for a period equal to such Interest Period; provided that,
if for any reason such rate is not available, the term “London Interbank
Offered Rate” applicable to any Interest Period shall mean the rate per annum
(rounded upwards, if necessary, to the nearest 1/32 of 1%) appearing on Reuters
Screen LIBO Page (or any successor page) as the London interbank offered rate
for deposits in U.S. dollars at approximately 11:00 A.M. (London time) two
Euro-Dollar Business Days before the first day of such Interest Period for a
period equal to such Interest Period; provided, however, if more than one rate
is specified on Reuters Screen LIBO Page (or any successor page), the
applicable rate shall be the arithmetic mean of all such rates.



          (c) After the Termination Date, the Base Rate Margin or Euro-Dollar
Margin applicable to any Term Loan shall be increased by either (i) 0.500%,
during any period that the Borrower’s commercial paper is rated A-2 or better
by S&P and P-3 or better by Moody’s, or (ii) 1.000%, during any period that the



 






 





23


Borrower’s commercial paper is not rated A-2 or better by S&P and P-3 or better
by Moody’s; provided that if S&P or Moody’s changes its rating system after the
date hereof, the new rating of such rating agency that most closely corresponds
to the level specified above for such rating agency shall be substituted for
such level.


          (d) Any overdue principal of and, to the extent permitted by law, overdue
interest on any Euro-Dollar Loan shall bear interest, payable on demand, for
each day from and including the date payment thereof was due to but excluding
the date of actual payment, at a rate per annum equal to the sum of 2% plus the
Euro-Dollar Margin plus the higher of (i) the London Interbank Offered Rate
applicable to such Loan and (ii) the average (rounded upward, if necessary, to
the next higher 1/100 of 1%) of the respective rates per annum at which one day
(or, if such amount due remains unpaid more than three Euro-Dollar Business
Days, then for such other period of time not longer than three months as the
Agent may select) deposits in dollars in an amount approximately equal to such
overdue payment due to the Agent are offered to the Agent in the London
interbank market for the applicable period determined as provided above (or, if
the circumstances described in Section 8.01 shall exist, at a rate per annum
equal to the sum of 2% plus the Base Rate Margin plus the Base Rate for such
day).



          (e) Subject to clause (y) of Section 8.01, each Money Market LIBOR Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the sum of the
London Interbank Offered Rate for such Interest Period plus (or minus) the
Money Market Margin quoted by the Bank making such Loan in accordance with
Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on the
outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum
equal to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.03. Such interest shall be payable for each Interest
Period on the earlier of (i) the last day thereof, (ii) three months after the
initial date thereof and, if such Interest Period is longer than three months,
at intervals of three months thereafter or (iii) the Termination Date. Any
overdue principal of and, to the extent permitted by law, overdue interest on
any Money Market Loan shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to the sum of 2% plus the Base Rate Margin
plus the Base Rate for such day.



          (f) The Agent shall determine (in accordance with this Agreement) each
interest rate applicable to the Loans hereunder. The Agent shall give prompt
notice to the Borrower by telecopy and the participating Banks by telex, cable
or telecopy of each rate of interest so determined, and its determination
thereof shall be conclusive in the absence of manifest error.



          SECTION 2.10. Fees. (a) Facility Fee. The Borrower shall pay to the
Agent for the account of the Banks, ratably in proportion to their Commitments
(or, if the Commitments have



 






 




24


terminated, ratably in proportion to their
outstanding Loans), a facility fee at the rate of (i) 0.100% per annum during
each Level I Period, (ii) 0.125% per annum during each Level II Period, (iii)
0.150% per annum during each Level III Period, (iv) 0.175% per annum during
each Level IV Period, (v) 0.225% per annum during each Level V Period, (vi)
0.300% during each Level VI Period and (vii) 0.500% during each Level VII
Period. Such facility fee shall accrue (i) from and including the Effective
Date to but excluding the last day of the Revolving Credit Period, in each
case, on the daily average aggregate amount of the Commitments (whether used or
unused) and (ii) if any Loans remain outstanding after the Revolving Credit
Period (including any Term Loans), from and including the last day of the
Revolving Credit Period to but excluding the date such Loans shall be repaid in
full, on the daily average aggregate outstanding principal amount of such
Loans.


          (b) Payments. Except as otherwise indicated, accrued facility fees under
this Section 2.10 shall be payable quarterly in arrears on (i) each Quarterly
Date, (ii) the Termination Date and (iii) if any Loans remain outstanding after
the Revolving Credit Period, the date such Loans shall be repaid in full;
provided that accrued facility fees on outstanding Term Loans shall constitute
additional interest on such Loans and shall be payable at the times that
accrued interest thereon is payable under this Agreement.



          SECTION 2.11. Method of Electing Interest Rates. (a) The Loans included
in each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Committed Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the
type of interest rate borne by each Group of Loans (subject in each case to the
provisions of Article VIII), as follows:




		
	 	     (i)  if such Loans are Base Rate Loans, the Borrower may elect to
convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business
Day; and
	 
	 	     (ii) if such Loans are Euro-Dollar Loans, the Borrower may (x) elect
to convert such Euro-Dollar Loans to Base Rate Loans as of any Domestic
Business Day, (y) elect to convert such Euro-Dollar Loans to Euro-Dollar
Loans with an Interest Period different from the then current Interest
Period applicable to such Loans as of any Euro-Dollar Business Day or (z)
elect to continue such Loans as Euro-Dollar Loans for an additional
Interest Period beginning on the last day of the then current Interest
Period applicable to such Loans;



provided that, if the Borrower elects to convert any Euro-Dollar Loans to Base
Rate Loans or to Euro-Dollar Loans with a different Interest Period, as of any
day other than the last day of the then current Interest Period applicable to
such Loans, the Borrower shall reimburse each Bank in accordance with Section
2.14.


 






 



25


          Each such election shall be made by delivering a notice (a “Notice of
Interest Rate Election”) to the Agent (i) at least one Domestic Business Day
before such notice is to be effective if the relevant Loans are to be converted
into Base Rate Loans or (ii) at least three Euro-Dollar Business Days before
such conversion or continuation is to be effective if such Loans are to be
converted into, or continued as, Euro-Dollar Loans.



          A Notice of Interest Rate Election may, if it so specifies, apply to only
a portion of the aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the Loans comprising
such Group and (ii) the portion to which such Notice applies, and the remaining
portion to which it does not apply, are each $15,000,000 or any larger multiple
of $1,000,000.



          (b) Each Notice of Interest Rate Election shall specify:




		
	 	     (i)  the Group of Loans (or portion thereof) to which such notice
applies;




		
	 	     (ii) the date on which the conversion or continuation selected in
such notice is to be effective, which shall comply with the applicable
clause of subsection (a) above;
	 	 
	 	     (iii)  whether such Group of Loans (or portion thereof) is to be converted
to Base Rate Loans or Euro-Dollar Loans or continued as Euro-Dollar Loans for
an additional Interest Period; and
	 	 
	 	     (iv)  if such Loans (or portions thereof) are to be converted to or
continued as Euro-Dollar Loans, the duration of the Interest Period to be
applicable thereto immediately after such conversion or
continuation.
	 	 
	Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.




          (c) Upon receipt of a Notice of Interest Rate Election from the Borrower
pursuant to subsection (a) above, the Agent shall promptly notify each Bank of
the contents thereof and such notice shall not thereafter be revocable by the
Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate
Election to the Agent for any Euro-Dollar Loans, such Loans shall be converted
into Base Rate Loans on the last day of the then current Interest Period
applicable thereto.



          SECTION 2.12. Prepayments. (a) The Borrower may (i) upon notice to the
Agent to be received no later than 10:30 A.M. (New York City time), prepay the
Base Rate Loans (or any Money Market LIBOR Loans which bear interest at the
Base Rate at such time for the reason stated in Section 8.01), in whole or in
part, on any Domestic Business Day and (ii) upon at least two Euro-Dollar
Business Days’ notice to the Agent, prepay any Euro-Dollar Loan, in whole or in
part, in amounts aggregating



 






 





26


$15,000,000 or any larger multiple of $1,000,000,
by paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment; provided that a Money Market Loan may not be
prepaid without the prior written consent of the Bank that holds such Money
Market Loan, other than as contemplated by clause (i) above. Each such
optional prepayment shall be applied to prepay ratably the relevant Loans of
the several Banks. Prepayment of a Euro-Dollar Loan on any day other than the
last day of an Interest Period applicable thereto shall be subject to Section
2.14.


          (b) Upon receipt of a notice of prepayment pursuant to this Section 2.12,
the Agent shall promptly notify each Bank of the contents thereof and of such
Bank’s ratable share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrower.



          SECTION 2.13. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the Agent
at its address referred to in its Administrative Questionnaire. The Agent will
promptly distribute to each Bank its ratable share of each such payment
received by the Agent for the account of the Banks. Whenever any payment of
principal of, or interest on, any Base Rate Loans or fees shall be due on a day
which is not a Domestic Business Day, the date for payment thereof shall be
extended to the next succeeding Domestic Business Day. Whenever any payment of
principal of, or interest on, the Euro-Dollar Loans and Money Market LIBOR
Loans shall be due on a day which is not a Euro-Dollar Business Day, the date
for payment thereof shall be extended to the next succeeding Euro-Dollar
Business Day unless such Euro-Dollar Business Day falls in another calendar
month or falls after the Termination Date (or, in the case of Term Loans, the
Term-Out Maturity Date), in which case the date for payment thereof shall be
the next preceding Euro-Dollar
Business Day. Whenever any payment of principal of, or interest on, the
Money Market Absolute Rate Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.



          (b) Unless the Agent shall have received notice from the Borrower prior
to the date on which any payment is due to the Banks hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Bank on
such due date an amount equal to the amount then due such Bank. If and to the
extent that the Borrower shall not have so made such payment, each Bank shall
repay to the Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is



 






 





27


distributed to such Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Rate.


          SECTION 2.14. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a Base Rate Loan (pursuant to Section 2.11, Section 2.12, Article
VI or Article VIII) on any day other than the last day of an Interest Period
applicable thereto or the end of an applicable period fixed pursuant to Section
2.09(d), or if any Bank assigns any Fixed Rate Loan as required by Section 8.06
on any day other than the last day of an Interest Period applicable thereto, or
if the Borrower fails to borrow or prepay any Fixed Rate Loan after notice has
been given to any Bank in accordance with Section 2.04(a) or Section 2.12, the
Borrower shall reimburse each Bank within 15 days after demand for any
resulting loss or expense incurred by it (or by an existing or prospective
Participant in the related Loan), including (without limitation) any loss
reasonably incurred in obtaining, liquidating or employing deposits from third
parties, but excluding loss of margin for the period after such payment or
conversion or assignment or failure to borrow or prepay; provided that such
Bank shall have delivered to the Borrower a certificate as to the amount of
such loss or expense with an explanation of the calculation of such loss or
expense, which certificate shall be conclusive if made reasonably and in good
faith.



          SECTION 2.15. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
facility fees hereunder shall be computed on the basis of a year of 360 days
and paid for the actual number of days elapsed (including the first day but
excluding the last day).



          SECTION 2.16. Regulation D Compensation. For each day for which a Bank
is required to maintain reserves in respect of
either (x) “Eurocurrency Liabilities” (as defined in all regulations of
the Board of Governors of the Federal Reserve System) or (y) any other category
of liabilities which includes deposits by reference to which the interest rate
in Euro-Dollar Loans is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of any Bank to
United States residents, such Bank may require the Borrower to pay,
contemporaneously with each payment of interest on the Euro-Dollar Loans,
additional interest on the related Euro-Dollar Loan of such Bank at a rate per
annum determined by such Bank up to but not exceeding the excess of (i) (A) the
applicable London Interbank Offered Rate divided by (B) one minus the
Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank
Offered Rate. Any Bank wishing to require payment of such additional interest
(x) shall so notify the Borrower and the Agent, in which case such additional
interest on the Euro-Dollar Loans of such Bank shall be payable to such Bank at
the place indicated in such notice with respect to each Interest Period
commencing at least five Euro-Dollar Business Days after the giving of such
notice and (y) shall notify the



 






 




28


Borrower at least five Euro-Dollar Business
Days prior to each date on which interest is payable on the Euro-Dollar Loans
of the amount then due to such Bank under this Section. Such Bank’s notice to
the Borrower shall set forth its calculation of such additional interest and
such calculation shall be conclusive if made reasonably and in good faith.


          SECTION 2.17. Term-Out Option. The Borrower may, upon written notice to
the Agent on a date that is prior to the Termination Date, elect that all
Committed Loans outstanding on the Termination Date remain outstanding after
the Termination Date as Term Loans maturing on the Term-Out Maturity Date;
provided that any such election shall be subject to the satisfaction, on the
Termination Date, of the conditions set forth in clauses (b) and (d) of Section
3.02 (as though a Borrowing were being made on such date) and to the receipt by
the Agent on the Termination Date of a certificate to that effect dated such
date and executed by a Responsible Financial Officer of the Borrower. The
Agent will notify the Banks of such election promptly following receipt by the
Agent of any such notice. Notwithstanding any such election, all Commitments
will terminate on the Termination Date, and additional Borrowings will not be
permitted after the Termination Date. This Section 2.17 shall not apply to
Money Market Loans, which must be repaid on or prior to the Termination Date.
After the Termination Date, any Term Loans outstanding as a result of the
exercise by the Borrower of its rights under this Section shall continue to
constitute “Loans” and “Committed Loans” for all purposes of this Agreement.



ARTICLE III


Conditions


          SECTION 3.01. Effectiveness. This Agreement shall become effective on
the date that all of the following conditions shall have been satisfied (or
waived in accordance with Section 9.04):




		
	 	     (a) receipt by the Agent from each of the parties hereto of either
(i) a counterpart hereof signed by such party or (ii) telegraphic, telex
or other written confirmation, in form satisfactory to the Agent,
confirming that a counterpart hereof has been signed by such party;
	 
	 	     (b) receipt by the Agent of a certificate signed by the Chief
Financial Officer or the Vice President, Finance, of the Borrower, dated
the Effective Date, to the effect that (i) no Default has occurred and is
continuing as of the Effective Date and (ii) the representations and
warranties of the Borrower set forth in Article IV hereof are true in all
material respects on, and as of, the Effective Date;




		
	 	     (c) receipt by the Agent of an opinion of William C. Baskin III,
Esq., counsel to the Borrower, of Davis Polk &



 






 






29



		
	 	Wardwell, special counsel
to the Borrower, and of Drinker Biddle & Reath LLP, Pennsylvania counsel
to the Borrower, in each case given upon the Borrower’s express
instructions, substantially in the forms of Exhibits E-1, E-2 and E-3
hereto, respectively;




		
	 	     (d) receipt by the Agent of all documents it may reasonably request
relating to the existence of the Borrower, the corporate authority for
and the validity of this Agreement, and any other matters relevant
hereto, all in form and substance satisfactory to the Agent;




		
	 	     (e) the representations and warranties of the Borrower set forth in
Article IV hereof are true in all material respects on and as of the
Effective Date;




		
	 	     (f) receipt by the Banks of all the financial statements referred to
in Section 4.04(a);




		
	 	     (g) the Three-Year Credit Agreement shall have been executed and
delivered by the parties thereto and shall be effective;
	 	 
	 	     (h)  the Borrower shall have terminated all commitments under, and paid all
amounts accrued and owing under, the Existing Credit Agreements; and
	 	 
	 	     (i)  the Agent shall have received all fees and other amounts due and
payable by the Borrower on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Borrower;

	 	 
	 	provided that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later
than December 6, 2002. The Agent shall promptly notify the Borrower and the
Banks of the Effective Date, and such notice shall be conclusive and binding on
all parties hereto.




          SECTION 3.02. Borrowings. The obligation of any Bank to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:




		
	 	     (a) receipt by the Agent of a Notice of Borrowing as required by
Section 2.02 or 2.03, as the case may be;




		
	 	     (b) the fact that, immediately before and immediately after such
Borrowing, no Default shall have occurred and be continuing;




		
	 	     (c) the fact that immediately after such Borrowing, the aggregate
outstanding principal amount of the Loans will not exceed the aggregate
amount of the Commitments;




		
	 	     (d) the fact that the representations and warranties of the Borrower
set forth in Article IV (other than those



 






 





30



		
	 	set forth in Sections 4.04 (b)
and 4.05) shall be true on and as of the date of such Borrowing; and




		
	 	     (e) the fact that the Borrowing shall have been approved by the
Chairman of the board of directors, the President, the Chief Executive
Officer, the Executive Vice President, Strategy and Finance, or the Chief
Financial Officer of the Borrower or any one of their respective
designees.



Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(b), (c), (d) and (e) of this Section 3.02.


ARTICLE IV


Representations and Warranties


The Borrower represents and warrants that:


          SECTION 4.01. Corporate Existence and Power. The Borrower (i) is a
Pennsylvania corporation duly incorporated, validly existing and in good
standing under the laws of the State of Pennsylvania, and (ii) has all
corporate powers required to carry on its business as now conducted. Each of
the Borrower and its Consolidated Subsidiaries has all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted, the failure to obtain which would, individually or in the aggregate,
have a material adverse effect on the Borrower’s ability to perform its
obligations hereunder or on the financial condition of the Borrower and its
Consolidated Subsidiaries, taken as a whole.



          SECTION 4.02. Corporate and Governmental Authorization; No Contravention.
The execution, delivery and performance by the Borrower of this
Agreement are within its corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or
advance filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, (i) any provision of the certificate
of incorporation or by-laws of the Borrower, (ii) any applicable law or
regulation or any judgment, injunction, order or decree binding upon the
Borrower, or (iii) any material financial agreement or instrument of the
Borrower.



          SECTION 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Borrower and each Note, when executed and delivered in
accordance with this Agreement, will constitute a valid and binding obligation
of the Borrower, in each case enforceable in accordance with its terms except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity.



 






 





31


          SECTION 4.04. Financial Information. (a) The Borrower has heretofore
furnished to the Agent, for distribution to each of the Banks, (i) the audited
consolidated balance sheet for the Borrower and its Consolidated Subsidiaries
as of December 31, 2001, and related consolidated statements of cash flows,
income and retained earnings for the Borrower and its Consolidated Subsidiaries
for the twelve-month period then ended, and (ii) the unaudited consolidated
balance sheets of the Borrower and its Consolidated Subsidiaries as of March
31, 2002, June 30, 2002 and September 30, 2002, and the related consolidated
statements of cash flows, income and retained earnings for the three-month,
six-month and nine-month periods then ended, respectively. Such financial
statements present fairly, in all material respects, the consolidated financial
position and results of operations and cash flows of the Borrower and its
Consolidated Subsidiaries as of such dates and for such periods, in accordance
with GAAP and, in the case of the financial statements described in clause (ii)
of this Section 4.04(a), subject to year-end audit adjustments and the absence
of footnotes.



          (b) Since December 31, 2001, there has been no material adverse change in
the business, assets, operations, prospects or condition (financial or
otherwise) of the Borrower and its Consolidated Subsidiaries, taken as a whole;
provided that the charges and other information disclosed in the Disclosure
Documents and the effect on the Borrower of the adoption of SAS 142 shall be
deemed not to constitute any such material adverse change.



          SECTION 4.05. Litigation. Except as disclosed in
the Disclosure Documents, there is no action, suit or proceeding pending
against, or to the knowledge of the Borrower, threatened against or affecting,
the Borrower or its Consolidated Subsidiaries before any court or arbitrator or
any governmental body, agency or official in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the
business, consolidated financial position or
consolidated results of operations of the Borrower and its Consolidated
Subsidiaries taken as a whole or which in any manner draws into question the
validity of this Agreement.



          SECTION 4.06. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is not in violation of the
presently applicable provisions of ERISA and the Internal Revenue Code where
such violation would have a material adverse effect on the financial condition
of the Borrower and its Consolidated Subsidiaries, taken as a whole, and has
not incurred any liability to the PBGC or a Plan under Title IV of ERISA;
provided that this Section 4.06 applies to the members of the ERISA Group only
in their capacity as employers and not in any other capacity (such as
fiduciaries or service providers to Plans for the benefit of employers of
others).



 






 





32


          SECTION 4.07. Compliance with Laws and Agreements. Each of the Borrower
and its Consolidated Subsidiaries has complied in all material respects with
all applicable laws and material agreements binding upon it, except where any
failure to comply therewith would not individually or collectively have a
material adverse effect on the Borrower’s ability to perform its obligations
hereunder, and except where necessity of compliance therewith is being
contested in good faith by appropriate proceedings; provided, however, that the
sole representation and warranty with respect to compliance with ERISA is
limited to Section 4.06.



          SECTION 4.08. Investment Company Act; Public Utility Holding Company Act.
The Borrower is not (a) an “investment company” or a company “controlled” by
an “investment company” within the meaning of the Investment Company Act of
1940, as amended, or (b) a “holding company” as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935.



          SECTION 4.09. Full Disclosure. None of the Disclosure Documents or any
other information furnished in writing by or on behalf of the Borrower to the
Agent or any Bank for purposes of or in connection with this Agreement (in each
case taken as a whole with all other information so furnished) contained, as of
the time it was furnished, any material misstatement of fact or omitted as of
such time to state any material fact necessary to make the statements therein
taken as a whole not misleading, in the light of the circumstances under which
they were made; provided that with respect to information consisting of
statements, estimates and projections regarding the future performance of the
Borrower and its Consolidated Subsidiaries, the Borrower represents only that
such information has been prepared in good faith based upon assumptions
believed by the Borrower to be reasonable at the time of preparation thereof.



          SECTION 4.10. Taxes. The Borrower has filed or caused to be filed all
United States Federal income tax returns and all other material tax returns
required to be filed by it and has paid or caused to be paid all material taxes
required to have been paid by it, except taxes that are being contested in good
faith by appropriate proceedings and for which the Borrower has set aside on
its books adequate reserves with respect thereto in accordance with GAAP.



ARTICLE V


Covenants


          The Borrower agrees that, so long as any Bank has any Commitment hereunder
and so long as any Loan is outstanding hereunder:



          SECTION 5.01. Information. The Borrower will deliver to the Agent, for
delivery by the Agent to each of the Banks:



 






 



33



		
	 	     (a) as soon as available and in any event within 120 days after the
end of each fiscal year of the Borrower, the consolidated balance sheet
of the Borrower and its Consolidated Subsidiaries as of the end of such
fiscal year and the related consolidated statements of earnings and of
cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported
on in a manner acceptable to the Securities and Exchange Commission by
KPMG LLP or other independent public accountants of nationally recognized
standing;
	 	 
	 	     (b)  as soon as available and in any event within 60 days after the end of
each of the first three quarters of each fiscal year of the Borrower, its Form
10-Q as of the end of such quarter;

	 	 
	 	     (c)  simultaneously with the delivery of each set of financial statements
referred to in clauses (a) and (b) above, a certificate of a Responsible
Financial Officer of the Borrower (i) stating whether any Default exists on the
date of such certificate and, if any Default then exists, setting forth the
details thereof and the action which the Borrower is taking or proposes to take
with respect thereto and (ii) setting forth calculations demonstrating
compliance, as of the date of the most recent balance sheet included in the
financial statements being furnished at such time, with the covenants set forth
in Sections 5.03, 5.04 and 5.05(e);
	 	 
	 	     (d)  within five days after any officer of the Borrower obtains knowledge
of any Default, if such Default is then continuing, a certificate of a
Responsible Financial Officer of the Borrower setting forth the details thereof
and the action which the Borrower is taking or proposes to take with respect
thereto;

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

	 	 
	 	     (f)  from time to time such additional publicly available information
regarding the financial position or business of the Borrower and its
Consolidated Subsidiaries as the Agent, at the request of any Bank, may
reasonably request; and

	 	 
	 	     (g)  prompt written notice after the occurrence of (i) any Reportable Event
that, alone or together with any other Reportable Events that have occurred, or
(ii) a failure to make a required installment or other payment (within the
meaning of Section 412(n)(1) of the Internal Revenue Code) that, could
reasonably be expected to result in liability of the Borrower to the PBGC or to
a Plan in an aggregate amount exceeding $50,000,000.




          SECTION 5.02. Conduct of Business and Maintenance of Existence and
Insurance. The Borrower will preserve, renew and keep in full force and
effect, and will cause each Material



 






 



34


Subsidiary to preserve, renew and keep in
full force and effect, their respective corporate existence; provided that the
foregoing shall not prohibit (i) the termination of the existence of any
Material Subsidiary if the surviving entity (in the case of any such
termination resulting from a merger or consolidation) or the entity to which
substantially all such Material Subsidiary’s assets are transferred (in the
case of any other such termination) is or becomes a Material Subsidiary or is
the Borrower or (ii) any transaction involving the Borrower in accordance with
Section 5.06. The Borrower will also maintain, with financially sound and
reputable insurance companies, insurance (including, without limitation, self
insurance), if reasonably available, in such amounts and against such risks as
are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.


          SECTION 5.03. Minimum Adjusted Consolidated Net Worth. Adjusted
Consolidated Net Worth as of the end of each fiscal quarter of the Borrower
ending on or after December 31, 2002, will not be less than the Minimum
Adjusted Consolidated Net Worth as of the end of such fiscal quarter.



          SECTION 5.04. Leverage Ratio. The Leverage Ratio as of the end of each
fiscal quarter of the Borrower ending on or after December 31, 2002, will not
exceed 3.0 to 1.0.



          SECTION 5.05. Liens. The Borrower will not, and will not permit any
Consolidated Subsidiary to, create, incur, assume or permit to exist any
Indebtedness secured by any Lien on any property or asset now owned or
hereafter acquired by it, except:




		
	 	     (a) any Indebtedness secured by a Lien on any property or asset of
the Borrower or any Consolidated Subsidiary existing on the date hereof;
provided that (i) such Lien shall not apply to any other property or
asset of the
Borrower or any Consolidated Subsidiary and (ii) such Lien shall
secure only the Indebtedness which it secures on the date hereof and
extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof;




		
	 	     (b) any Indebtedness secured by a Lien existing on any property or
asset prior to the acquisition thereof by the Borrower or any
Consolidated Subsidiary or existing on any property or asset of any
Person that becomes a Consolidated Subsidiary after the date hereof prior
to the time such Person becomes a Consolidated Subsidiary; provided that
(i) such Indebtedness and Lien are not created in contemplation of or in
connection with such acquisition or such Person becoming a Consolidated
Subsidiary, as the case may be, (ii) such Lien shall not apply to any
other property or assets of the Borrower or any Consolidated Subsidiary
and (iii) such Lien shall secure only the Indebtedness which it secures
on the date of such acquisition or the date such Person becomes a
Consolidated Subsidiary, as the case may be, and extensions, renewals



 






 





35



		
	 	     and
replacements thereof that do not increase the outstanding principal
amount thereof;
	 	 
	 	     (c)  any Indebtedness secured by purchase money security interests in
property or assets or improvements thereto hereafter acquired (or, in the case
of improvements, constructed) by the Borrower or any Consolidated Subsidiary;
provided that (i) such security interests and the Indebtedness secured thereby
are incurred within 180 days of such acquisition (or construction), (ii) the
Indebtedness secured thereby does not exceed the lesser of the cost or the fair
market value of such property or assets or improvements at the time of such
acquisition (or construction) and (iii) such security interests do not apply to
any other property or assets of the Borrower or any Consolidated Subsidiary;

	 	 
	 	     (d)  any capitalized lease obligations secured by Liens; provided that such
Liens do not extend to any property of the Borrower or its Consolidated
Subsidiaries other than the property subject to the relevant capital lease; and

	 	 
	 	     (e)  Indebtedness secured by Liens that are not otherwise permitted by any
of the foregoing provisions of this Section 5.05; provided that, at the time
that any such Indebtedness is incurred or that any such Lien is granted (and
after giving effect thereto), the aggregate outstanding principal amount of all
Indebtedness secured by Liens permitted by this paragraph (e) shall not exceed
10% of the consolidated shareholders equity of the Borrower (i) as of September
30, 2002, until the first consolidated financial statements of the Borrower are
delivered to the Agent pursuant to Section 5.01(a) or (b) and, thereafter, (ii)
as of the most recent date for which a consolidated balance sheet of the
Borrower has been delivered to the Agent pursuant to Section 5.01(a) or (b),
determined in accordance with GAAP.




          SECTION 5.06. Consolidations, Mergers and Sales of Assets. The Borrower
will not consolidate or merge with or into any other corporation or convey or
transfer (or permit the conveyance or transfer of) all or substantially all of
the properties and assets of the Borrower and its Consolidated Subsidiaries to
any other Person unless (i) the surviving or acquiring entity is a corporation
organized under the laws of one of the United States, (ii) the surviving or
acquiring corporation, if other than the Borrower, expressly assumes the
performance of the obligations of the Borrower under this Agreement and
all Notes, and (iii) immediately after giving effect to such transaction, no
Default shall exist.



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



          SECTION 5.08. Compliance with Laws. The Borrower will comply, and will
cause its Consolidated Subsidiaries to



 






 





36


comply, in all material respects with
all applicable laws, except where any failure to comply therewith would not
individually or collectively have a material adverse effect on the Borrower’s
ability to perform its obligations hereunder, and except where necessity of
compliance therewith is being contested in good faith by appropriate
proceedings; provided, however, that with respect to compliance with ERISA,
this Section 5.08 applies to the Borrower and its Consolidated Subsidiaries
only in their respective capacities as employers and not in any other capacity
(such as a fiduciary or service provider to Plans for the benefit of employers
of others).


          SECTION 5.09. Inspection of Property, Books and Records. The Borrower
will keep proper books of record and account in which full, true and correct
entries (in all material respects) in conformity with GAAP shall be made of all
dealings and transactions in relation to its business and
activities. The Borrower will permit representatives of any Bank at such
Bank’s expense to visit and inspect the Borrower’s financial records and
properties, to examine and make extracts from its books and records and to
discuss its affairs and financial condition with the Borrower’s officers and
(with the participation of or prior notice to such officers) independent public
accountants, all at such reasonable times and as often as reasonably requested.



          SECTION 5.10. Payment of Obligations. The Borrower will, and will cause
each of its Consolidated Subsidiaries to, pay its tax liabilities and other
material obligations, before the same shall become delinquent or in default,
except where (a) (i) the validity or amount thereof is being contested in good
faith by appropriate proceedings and (ii) the Borrower or such Consolidated
Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP or (b) the failure to make such payments could not
reasonably be expected to have a material adverse effect on the Borrower’s
ability to perform its obligations hereunder or on the financial condition of
the Borrower and its Consolidated Subsidiaries, taken as a whole.



ARTICLE VI


Defaults


          SECTION 6.01. Events of Default. If one or more of the following events
(“Events of Default”) shall have occurred and be continuing:



     (a)  the Borrower shall fail to pay when due any principal on any Loan;


     (b)  the Borrower shall fail to pay within five Domestic Business Days of
the date when due any fees or any interest on any Loan;


     (c)  the Borrower shall fail to observe or perform any covenant contained
in Sections 5.01(d), 5.03, 5.04 and 5.06;


 






 


37


     (d)  the Borrower shall fail to observe or perform, in any material
respect, any covenant or agreement contained in this Agreement (other than
those covered by clause (a), (b) or (c) above) and such failure shall have
continued for a period of 30 days after written notice thereof has been given
to the Borrower by the Agent at the request of any Bank;


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


     (f)  the Borrower or any Consolidated Subsidiary shall fail to make any
payment (whether of principal or interest) in respect of any indebtedness for
borrowed money having an outstanding principal amount of $50,000,000 (or its
equivalent in any other
currency) or more, when and as the same shall become due and payable; or
any event or condition occurs that results in any outstanding indebtedness for
borrowed money of the Borrower or any Consolidated Subsidiary having an
outstanding principal amount of $100,000,000 (or its equivalent in any other
currency) or more becoming due prior to its scheduled maturity, or that enables
or permits the holder or holders of such indebtedness or any trustee or agent
on its or their behalf to cause such indebtedness to become due prior to its
scheduled maturity;


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


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


     (i)  any person or group of persons (within the meaning of Section 13 or 14
of the Securities Exchange Act of 1934, as


 






 


38


amended) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under said Act) of more than 35% of the
outstanding shares of common stock of the Borrower; or at any time Continuing
Directors shall not constitute a majority of the board of directors of the
Borrower;


     (j)  one or more judgments for the payment of money in an aggregate amount
in excess of $50,000,000 (or its equivalent in any other currency) shall be
rendered against the Borrower, any Consolidated Subsidiary or any combination
thereof and the same shall remain undischarged for a period of 60 consecutive
days during which execution shall not be effectively stayed, or any action
shall be legally taken by a judgment creditor to levy upon assets or properties
of the Borrower or any Consolidated Subsidiary to enforce any such judgment; or


     (k)  a Reportable Event or Reportable Events, or a failure to make a
required installment or other payment (within the meaning of Section 412(n)(1)
of the Internal Revenue Code), shall
have occurred with respect to any Plan or Plans that reasonably could be
expected to result in liability of the Borrower to the PBGC or to a Plan in an
aggregate amount exceeding $50,000,000 and, within 30 days after the reporting
of any such Reportable Event to the Agent, the Agent shall have notified the
Borrower in writing that (i) the Required Banks have made a determination that,
on the basis of such Reportable Event or Reportable Events or the failure to
make a required payment, there are reasonable grounds (A) for the termination
of such Plan or Plans by the PBGC, (B) for the appointment by the appropriate
United States District Court of a trustee to administer such Plan or Plans or
(C) for the imposition of liens in an amount exceeding $25,000,000 in favor of
a Plan and (ii) as a result thereof an Event of Default exists hereunder; or a
trustee shall be appointed by a United States District Court to administer any
such Plan or Plans; or the PBGC shall institute proceedings to terminate any
Plan or Plans;


then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding more than 50% in aggregate principal amount of the
Loans, by notice to the Borrower declare the Loans (together with accrued
interest thereon) to be, and the Loans (together with accrued interest thereon)
shall thereupon become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; provided that in the case of any of the Events of Default
specified in clause (g) or (h) above with respect to the Borrower, without any
notice to the Borrower or any other act by the Agent or the Banks, the
Commitments shall thereupon terminate and the Loans (together with accrued



interest thereon) shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.


 






 


39


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



ARTICLE VII


The Agent


          SECTION 7.01. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the Agent
by the terms hereof, together with all such powers as are reasonably incidental
thereto. The Banks named on the cover page of this Agreement as co-syndication
agents are not authorized to take any action as agent on behalf of the Agent or
on behalf of any Bank, and shall not have any rights, responsibilities, duties
or any powers as an agent under this Agreement.



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



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



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



          SECTION 7.05. Liability of Agent. Neither the Agent nor any of its
directors, officers, agents, or employees shall be liable for any action taken
or not taken by it in connection herewith (i) with the consent or at the
request of the Required Banks or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Agent nor any of its directors,
officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with this Agreement or any Borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of the
Borrower; (iii) the satisfaction of any condition specified in Article III,
except receipt of items required to be delivered to the Agent; or (iv) the
validity, effectiveness or genuineness of this Agreement



 






 





40


or any other
instrument or writing furnished in connection herewith. The Agent shall not
incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex or
similar writing) reasonably believed by it to be genuine and to be signed by
the proper party or parties.


          SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance
with its Commitment (or outstanding Loans, if the Commitments have terminated),
indemnify the Agent (to the extent not reimbursed by the Borrower) against any
cost, expense (including counsel fees and disbursements), claim, demand,
action, loss or liability (except such as result from the Agent’s gross
negligence or willful misconduct) that the Agent may suffer or incur in
connection with this Agreement or any action taken or omitted by the Agent
hereunder.



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



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



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



ARTICLE VIII


 






 




41


Change in Circumstances


          SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Euro-Dollar Loan
or Money Market LIBOR Loan the Agent determines (which determination shall be
conclusive absent manifest error) that deposits in dollars (in the applicable
amounts) are not generally available in the London interbank market for such
period or that the London Interbank Offered Rate cannot be determined in
accordance with the definition thereof, the Agent shall forthwith give notice
thereof to the Borrower and the Banks, whereupon until the Agent notifies the
Borrower that the circumstances giving rise to such suspension no longer exist,
(i) the obligations of the Banks to
make Euro-Dollar Loans, to convert outstanding Base Rate Loans into
Euro-Dollar Loans or to convert outstanding Euro-Dollar Loans into Euro-Dollar
Loans with a different Interest Period shall be suspended, (ii) each
outstanding Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be,
shall be converted into a Base Rate Loan on the last day of the then current
Interest Period applicable thereto, and (iii) unless the Borrower notifies the
Agent at least two Domestic Business Days before the date of any Euro-Dollar
Borrowing or Money Market LIBOR Borrowing, as the case may be, for which a
Notice of Borrowing has previously been given that it elects not to borrow on
such date, (x) if such Borrowing is a Euro-Dollar Borrowing, such Borrowing
shall instead be made as a Base Rate Borrowing and (y) if such Borrowing is a
Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such
Borrowing shall bear interest for each day from and including the first day to
but excluding the last day of the Interest Period applicable thereto at the
Base Rate for such day.



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



 






 




42


Dollar Loans of such Bank then outstanding shall be converted to Base Rate Loans either (a)
on the last day of the then current Interest Period applicable to such
Euro-Dollar Loans if such Bank may lawfully continue to maintain and fund such
Loans to such day or (b) immediately if such Bank may not lawfully continue to
maintain and fund such Loans to such day.


          SECTION 8.03. Increased Cost and Reduced Return. (a) If any applicable
law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Applicable Lending Office) with any request or
directive (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, made or adopted
after the date hereof (other than a change currently provided for in any
existing law, rule or regulation) shall impose, modify or deem applicable any
reserve, special deposit, insurance assessment or similar requirement
(including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding, with respect to any
Euro-Dollar Loan, any such requirement with respect to which such Bank is
entitled to compensation during the relevant Interest Period under Section
2.16) against assets of, deposits with or for the account of, or credit
extended by, any Bank (or its Applicable Lending Office) or shall impose on any
Bank (or its Applicable Lending Office) or on the United States market for
certificates of deposit or the London interbank market any other condition
affecting its Fixed Rate Loans (other than Money Market Absolute Rate Loans),
its Note (in respect of such Fixed Rate Loans) or its obligation to make such
Fixed Rate Loans; and the result of any of the foregoing is to increase the
cost to such Bank (or its Applicable Lending Office) of making or maintaining
any Fixed Rate Loan, or to reduce the amount of any sum received or receivable
by such Bank (or its Applicable Lending Office) under this Agreement or under
its Note with respect thereto, by an amount reasonably deemed by such Bank to
be material, then, within 15 days after demand by such Bank (with a copy to the
Agent), the Borrower shall pay to such Bank such additional amount or amounts
as will compensate such Bank for such increased cost or reduction.



          (b) If any Bank shall have determined that any applicable law, rule or
regulation regarding capital adequacy, or any change in any such law, rule or
regulation, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, made or adopted
after the date hereof (other than a change currently provided for in any
existing law, rule or regulation), has or would have the effect of increasing
the amount of capital of such Bank (or its parent) required to be maintained in
respect of, or otherwise allocated to, such Bank’s obligations hereunder (its
“Required Capital”) by an amount



 






 




43


reasonably deemed by such Bank to be material,
then such Bank may, by notice to the Borrower and the Agent, increase the
facility fee payable to such Bank hereunder to the extent required so that the
ratio of (w) the sum of the increased facility fee applicable to such Bank’s
Commitment or Loans hereunder to (x) the prior facility fee applicable to such
Bank’s Commitment or Loans hereunder is the same as the ratio of (y) such
Bank’s increased Required Capital to (z) its prior Required Capital. Such
Bank’s notice to the Borrower and the Agent shall set forth its calculation of
the foregoing ratios and the increased facility fee to which it is entitled
under this Section.


          (c) Each Bank will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation
pursuant to this Section (each, a “Trigger Event”) and will designate a
different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment
of such Bank, be otherwise disadvantageous to such Bank. Notwithstanding any
other provision of this Section, no Bank shall be entitled to any compensation
pursuant to this Section in respect of any Trigger Event (i) for any period of
time in excess of 120 days prior to such notice or (ii) for any period of time
prior to such notice if such Bank shall not have given such notice within 120
days of the date on which such Trigger Event shall have been enacted,
promulgated, adopted or issued in definitive or final form unless such Trigger
Event is retroactive. A certificate of any Bank claiming compensation under
Section 8.03(a) or (b) and setting forth the additional amount or amounts to be
paid to it hereunder and describing the method of calculation thereof shall be
conclusive if made reasonably and in good faith. In determining such amount,
such Bank may use any reasonable averaging and attribution methods.



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



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


          “Other
Taxes” means any present or future stamp or documentary taxes and any other
excise or property taxes, or similar charges or levies, which arise
from any payment made

 








 




44

pursuant to this Agreement or under any Note or from the execution
or delivery of, or otherwise with respect to, this Agreement or any Note.

          
(b)  Any and all payments by the Borrower to or for the account of any Bank or the Agent hereunder
or under any Note shall be made without deduction for any Taxes or Other Taxes; provided that, if
the Borrower shall be required by law to deduct any Taxes or Other Taxes from any such payments,
(i) the sum payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section 8.04) such Bank or
the Agent (as the case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall
pay the full amount deducted to the relevant taxation authority or other authority in accordance
with applicable law and (iv) the Borrower shall furnish to the Agent, at its address referred to
in Section 9.01, the original or a certified copy of a receipt evidencing payment thereof.


          
(c)  The Borrower agrees to indemnify each Bank and the Agent for the full amount of Taxes or
Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section 8.04) paid by such Bank or the Agent (as the
case may be) and any liability (including penalties, interest and expenses, except to the extent
attributable to the negligence or misconduct of such Bank or the Agent, as the case may be)
arising therefrom or with respect thereto. This indemnification shall be made within 15 days
from the date such Bank or the Agent (as the case may be) makes demand therefor.



          (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
shall provide the Borrower with (i) two Internal Revenue Service (“IRS”) forms
W8-BEN or any successor form prescribed by the IRS, certifying that such Bank
is entitled to benefits under an income tax treaty to which the United States
is a party which exempts such Bank from United States withholding tax or
reduces the rate of withholding tax on payments of interest and eliminates
withholding tax on any fees, or (ii) two IRS forms W8-ECI certifying that the
income receivable pursuant to this Agreement is effectively connected with the
conduct of a trade or business in the United States. If the form provided by a
Bank indicates a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from “Taxes” as
defined in Section 8.04(a). Each such Bank undertakes to deliver to each of
the Borrower and the Agent (A) a replacement form (or successor form) on or
before the date that such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent form so delivered
by it, and (B) such amendments thereto or



 






 




45


extensions or renewals thereof as may
reasonably be required (but only so long as such Bank remains lawfully able to
do so).


          (e) For any period with respect to which a Bank has failed to provide the
Borrower with the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which a form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.04(b) or Section
8.04(c) with respect to Taxes imposed by the United States; provided that if a
Bank, which is otherwise exempt from or subject to a reduced rate of
withholding tax, becomes subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as such Bank shall
reasonably request to assist such Bank to recover such Taxes.



          (f) Each Bank will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to make any claim for indemnification in respect of Taxes or
Other Taxes pursuant
to this Section 8.04 (each, a “Tax Event”) and will designate a different
Applicable Lending Office if such designation will avoid the need for, or
reduce the amount of, such claim or any other amounts payable by the Borrower
under this Section 8.04 and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. Notwithstanding any other provisions
of this Section, no Bank shall be entitled to any indemnification pursuant to
this Section in respect of any Tax Event (i) for any period of time in excess
of 180 days prior to such notice or (ii) for any period of time prior to such
notice if such Bank shall not have given such notice within 120 days of the
date on which such Bank became aware of such Tax Event unless such Tax Event is
retroactive.



          SECTION 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans.
If (i) the obligation of any Bank to make or maintain Euro-Dollar Loans has
been suspended pursuant to Section 8.02 or (ii) any Bank has demanded
compensation under Section 8.03(a) and the Borrower shall, by at least five
Euro-Dollar Business Days prior notice to such Bank through the Agent, have
elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer apply:




		
	 	     (a) all Loans which would otherwise be made by such Bank as (or
continued as or converted into) Euro-Dollar Loans shall instead be Base
Rate Loans, and




		
	 	     (b) after each of its outstanding Euro-Dollar Loans has been repaid
(or converted to a Base Rate Loan), all payments of principal which would
otherwise be applied to repay such Euro-Dollar Loans shall be applied to
repay its Base Rate Loans instead.



If such Bank notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the Borrower shall elect


 






 



46


that the principal amount of
each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the
first day of the next succeeding Interest Period applicable to the related
Euro-Dollar Loans of the other Banks.


          SECTION 8.06. Substitution of Bank. If (i) the obligation of any Bank to
make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any
Bank has demanded compensation under Section 8.03 or 8.04, the Borrower shall
have the right to seek a substitute bank or banks (“Substitute Banks”) (which
may be one or more of the Banks) to purchase the Loans and assume the
Commitment of such Bank (the “Affected Bank”) under this Agreement and, if the
Borrower locates a Substitute Bank, the Affected Bank shall, upon payment to it
of the purchase price agreed between it and the Substitute Bank (or, failing
such agreement, a purchase price in the amount of the outstanding principal
amount of its Loans and accrued interest thereon to the date of payment) plus
any amount (other than principal and interest) then due to it or accrued for
its account hereunder,
assign all its rights and obligations under this Agreement and all of its
Notes to the Substitute Bank, and the Substitute Bank shall assume such rights
and obligations, whereupon the Substitute Bank shall be a Bank party to this
Agreement and shall have all the rights and obligations of a Bank.



          SECTION 8.07. Election to Terminate. If during any Level I Period, Level
II Period or Level III Period (i) the obligation of any Bank to make
Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank
has demanded compensation under Section 8.03 or 8.04, the Borrower may elect to
terminate this Agreement as to such Bank, and in connection therewith not to
borrow any Loan hereunder from such Bank or to prepay any Base Rate Loan made
pursuant to Section 8.02 or 8.05 (without altering the Commitments or Loans of
the remaining Banks); provided that the Borrower (i) notifies such Bank through
the Agent of such election at least two Euro-Dollar Business Days before any
date fixed for such borrowing or such a prepayment, as the case may be, and
(ii) repays all of such Bank’s outstanding Loans, accrued interest thereon and
any other amounts then due to such Bank or accrued for its account hereunder
concurrently with such termination. Upon receipt by the Agent of such notice,
the Commitment of such Bank shall terminate.



ARTICLE IX


Miscellaneous


          SECTION 9.01. Notices. (a) Subject to paragraph (b) below, all notices,
requests and other communications to any party hereunder shall be in writing
(including bank wire, telex, facsimile transmission or similar writing) and
shall be given to such party: (x) in the case of the Borrower or the Agent, at
its address or telex or telecopy number set forth on the signature pages
hereof, (y) in the case of any Bank, at its address, telex or telecopy number
set forth in its Administrative Questionnaire or (z) in the case of any party,
such other address or telex or


 






 




47


telecopy number set forth in its Administrative Questionnaire
or (z) in the case of any party, such other address or telex or telecopy number as such party
may hereafter specify for the purpose by notice to the Agent and the Borrower. All notices from
outside the United States to the Borrower shall only be given by telecopy and all other notices
to the Borrower given by telex shall also be given by telecopy or non-telex method. Each such
notice, request or other communication shall be effective (i) if given by telex or telecopy, when
such telex or telecopy is transmitted to the number determined pursuant to this Section and
the appropriate answerback is received, (ii) if given by registered or
certified mail, return receipt requested, when such return receipt is signed by
the recipient or (iii) if given by any other means, when delivered at the
address specified in this Section, or, if such date is not a business day in
the location where received, on the next business day in such location;
provided that notices to the Agent under Article II or Article VIII shall not
be effective until received.


     (b)  Notices and other communications to the Banks hereunder (including,
without limitation, the delivery of
information required by Section 5.01) may be delivered or furnished by
electronic communications pursuant to procedures approved by the Agent;
provided that the foregoing shall not apply to notices pursuant to Article II
unless otherwise agreed by the Agent and the applicable Bank. The Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.


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



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



          (b) The Borrower agrees to indemnify each Bank and hold each Bank
harmless from and against any and all liabilities, claims, losses, damages,
costs and expenses of any kind, including, without limitation, the reasonable
fees and disbursements of counsel, which may be incurred by any Bank (or



 






 





48


by the
Agent in connection with its actions as Agent hereunder) in connection with any
investigative, administrative or judicial proceeding (whether or not such Bank
shall be designated a party thereto) relating to or arising out of (i) any
actual or proposed use of proceeds of Loans hereunder to acquire equity
securities of any other Person or (ii) any transaction which violates the
change in control provisions set forth in Section 6.01(i); provided that no
Bank shall have the right to be indemnified hereunder for its own gross
negligence or willful misconduct as determined by a court of competent
jurisdiction.


          SECTION 9.04. Amendments and Waivers. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of the Agent are affected thereby, by the Agent); provided
that no such amendment or waiver shall, unless signed by each Bank directly
affected thereby, (i) increase or decrease the Commitment of any Bank or
subject any Bank to any additional obligation, (ii) reduce or forgive the
principal of or rate of
interest on any Loan or any fees hereunder or (iii) postpone the date
fixed for any payment of principal of or interest on any Loan or any fees
hereunder or for any reduction or termination of any Commitment; provided
further that no such amendment or waiver shall, unless signed by all the Banks,
amend this Section or otherwise change the percentage of the Commitments or of
the aggregate unpaid principal amount of the Loans, or the number of Banks,
which shall be required for the Banks or any of them to take any action under
this Section or any other provision of this Agreement.



          SECTION 9.05. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Bank (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void), except as contemplated by Section 5.06. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto and their respective successors and assigns permitted
hereby) any legal or equitable right, remedy or claim under or by reason of
this Agreement.



          (b) Any Bank may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided that (i) except in
the case of an assignment to a Bank or an Affiliate of a Bank, each of the
Borrower and the Agent must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld, it being understood that it
shall be reasonable for the Borrower to withhold consent if the proposed
assignee does not have an investment grade rating), (ii) except in the case of
an assignment to a Bank or an Affiliate of a Bank or an assignment of the
entire remaining amount of the assigning Bank’s Commitment



 






 





49


(or, if the
Commitments have terminated, the entire amount of its outstanding Loans), the
amount of the Commitment (or, if the Commitments have terminated, the amount of
the outstanding Loans) of the assigning Bank subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Agent) shall not be less than $5,000,000 unless
each of the Borrower and the Agent otherwise consent, (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Bank’s rights and obligations under this Agreement, except that this
clause (iii) shall not apply to rights in respect of outstanding Money Market
Loans, (iv) the parties to each assignment shall execute and deliver to the
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500 (except that such fee shall not be payable in the case of an
assignment by a Bank to one of its Affiliates or to another Bank), and (v) the
assignee, if it shall not be a Bank, shall deliver to the Agent an
Administrative Questionnaire; and provided further that any consent of the
Borrower otherwise required under this paragraph shall not be required if an
Event of Default under clause (a), (b), (g) or (h) of Section 6.01 has occurred
and is
continuing. Subject to acceptance and recording thereof pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Assumption the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Bank under this Agreement, and the
assigning Bank thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Bank’s rights and obligations under this Agreement, such Bank shall
cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.14, 8.03, 8.05 and 9.03). Any assignment or transfer by a Bank of
rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by such
Bank of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.


          (c) The Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices in The City of New York a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Banks, and the Commitment of, and principal
amount of the Loans owing to, each Bank pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive, and
the Borrower, the Agent and the Banks may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Bank hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Bank, at any
reasonable time and from time to time upon reasonable prior notice.



          (d) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Bank and an assignee, the



 






 





50


assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Bank
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Agent shall accept such Assignment and Assumption and
record the information contained therein in the Register. No assignment shall
be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.


          (e) Any Bank may, without the consent of the Borrower or the Agent, sell
participations to one or more banks or other entities (a “Participant”) in all
or a portion of such Bank’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Bank’s obligations under this Agreement shall remain
unchanged, (ii) such Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Agent and the other Banks shall continue to deal solely and directly with such
Bank in connection with such Bank’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Bank sells such a
participation shall provide that such Bank shall
retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Bank will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.04 that affects such Participant.
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.14, 2.16, 8.03 and
8.04 to the same extent as if it were a Bank and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.



          (f) A Participant shall not be entitled to receive any greater payment
under Section 8.03 or 8.04 than the applicable Bank would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior
written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04
requiring such Bank to designate a different Applicable Lending Office under
certain circumstances.



          (g) Any Bank may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Bank, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a
security interest shall release a Bank from any of its obligations hereunder or
substitute any such pledgee or assignee for such Bank as a party hereto.



          SECTION 9.06. New York Law. This Agreement shall be construed in
accordance with and governed by the law of the State of New York.



 






 



51


          SECTION 9.07. Counterparts; Integration. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.



          SECTION 9.08. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT AND
THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



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





	 	AETNA INC.,
	 	 	 	 	 
	 	 	by	 	 
	 	 	 	 	
/s/Alfred P. Quirk, Jr.



Name: Alfred P. Quirk, Jr.

Title: Vice President, Finance and Treasurer

	 	 	 	 	 
	 	 	 	 	Aetna Inc.

151 Farmington Avenue, RE6A

Hartford, CT 06156

Attention: Vice President, 

Finance

Telecopier: (860) 273-1314

Telex: 99 241
	 	 	 	 	 
	 	 	 	 	with a copy to:
	 	 	 	 	 
	 	 	 	 	Aetna Inc.

151 Farmington Avenue, RC4A

Hartford, CT 06156

Attention: General Counsel

Telecopier: (860) 273-8340

Telex: 99 241
	 	 	 	 	 
	 	 	JPMORGAN
CHASE BANK, individually and as Agent,
	 	 	 	 	 
	 	 	
By
	 	/s/Dawn Lee Lum
	 	 	 	 	

	 	 	 	 	Name: Dawn Lee Lum
	 	 	 	 	Title: Vice President



 






 




52



	 	 	 	 	 
	 	 	 	 	
JPMorgan Chase Bank

270 Park Avenue

New York, NY 10017

Attention: Dawn Lee Lum

Telecopier: (212) 270-3279

Email: dawn.leelum@jpmorgan.com
	 	 	 	 	 
	 	 	 	 	
with a copy to:
	 	 	 	 	 
	 	 	 	 	
JPMorgan Chase Bank

Loan & Agency Services

1111 Fannin, 10th Floor

Houston, TX 77002

Attention: Sheila King

Telecopier: (713) 750-2783

Email: 

sheila.g.king@jpmorgan.com



 






 




53



	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,
	 	 	 	 	 
	 	 	
By
	 	/s/Joseph L. Corah

	 	 	 	 	Name: Joseph L. Corah

Title: Principal
	 	 	 	 	 
	 	 	CITIBANK, N.A.,
	 	 	 	 	 
	 	 	
By
	 	/s/Maria Hackley
	 	 	 	 	Name: Maria Hackley
	 	 	 	 	Title: Managing Director
	 	 	 	 	 
	 	 	DEUTSCHE BANK AG, NEW YORK BRANCH,
	 	 	 	 	 
	 	 	
By
	 	/s/ Ruth Leung
	 	 	 	 	Name: Ruth Leung
	 	 	 	 	Title: Director
	 	 	 	 	 
	 	 	
By
	 	/s/Clinton M. Johnson
	 	 	 	 	Name: Clinton Johnson
	 	 	 	 	Title: Managing Director
	 	 	 	 	 
	 	 	FLEET NATIONAL BANK,
	 	 	 	 	 
	 	 	
By
	 	/s/ George J. Urban
	 	 	 	 	Name: George J. Urban
	 	 	 	 	Title: Portfolio Manager



 






 



54



	 	 	 	 	 
	 	 	BANK ONE, N.A.,
	 	 	 	 	 
	 	 	
By
	 	/s/L. Richard Schiller
	 	 	 	 	Name: L. Richard Schiller
	 	 	 	 	Title: Director
	 	 	 	 	 
	 	 	STATE STREET BANK AND TRUST COMPANY,
	 	 	 	 	 
	 	 	
By
	 	/s/ Edward M. Anderson
	 	 	 	 	Name: Edward M. Anderson
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 	 	 	 	 
	 	 	
By
	 	/s/ Thomas L. Stitchberry
	 	 	 	 	Name: Thomas L. Stitchberry
	 	 	 	 	Title: Managing Director
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,
	 	 	 	 	 
	 	 	
By
	 	/s/ Christopher T. Kordes
	 	 	 	 	Name: Christopher T. Kordes
	 	 	 	 	Title: Vice President