EXHIBIT 10.4



 



Exhibit 10.4


EXECUTION COPY








$500,000,000


THREE-YEAR 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
	 	22
	SECTION 2.10.	 	
Fees
	 	24
	SECTION 2.11.	 	
Method of Electing Interest Rates
	 	25
	SECTION 2.12.	 	
Prepayments
	 	27
	SECTION 2.13.	 	
General Provisions as to Payments
	 	27
	SECTION 2.14.	 	
Funding Losses
	 	28
	SECTION 2.15.	 	
Computation of Interest and Fees
	 	29
	SECTION 2.16.	 	
Regulation D Compensation
	 	29








	*/	 	The Table of Contents is not a part of this Agreement.


 






 




ii



	 	 	 	 	 	 
	SECTION 2.17.	 	
Letters of Credit
	 	 	29
	 	 	
ARTICLE III	 	 	 
	 	 	
Conditions	 	 	 
	SECTION 3.01.	 	
Effectiveness
	 	 	34
	SECTION 3.02.	 	
Borrowings
	 	 	35
	 	 	
ARTICLE IV	 	 	 
	 	 	
Representations and Warranties	 	 	 
	SECTION 4.01.	 	
Corporate Existence and Power
	 	 	36
	SECTION 4.02.	 	
Corporate and Governmental Authorization; No Contravention
	 	 	36
	SECTION 4.03.	 	
Binding Effect
	 	 	36
	SECTION 4.04.	 	
Financial Information
	 	 	37
	SECTION 4.05.	 	
Litigation
	 	 	37
	SECTION 4.06.	 	
Compliance with ERISA
	 	 	37
	SECTION 4.07.	 	
Compliance with Laws and Agreements
	 	 	38
	SECTION 4.08.	 	
Investment Company Act; Public Utility Holding Company Act
	 	 	38
	SECTION 4.09.	 	
Full Disclosure
	 	 	38
	SECTION 4.10.	 	
Taxes
	 	 	38
	 	 	
ARTICLE V	 	 	 
	 	 	
Covenants	 	 	 
	SECTION 5.01.	 	
Information
	 	 	39
	SECTION 5.02.	 	
Conduct of Business and Maintenance of Existence and Insurance
	 	 	40
	SECTION 5.03.	 	
Minimum Adjusted Consolidated Net Worth
	 	 	40
	SECTION 5.04.	 	
Leverage Ratio
	 	 	40
	SECTION 5.05.	 	
Liens
	 	 	40
	SECTION 5.06.	 	
Consolidations, Mergers and Sales of Assets
	 	 	42
	SECTION 5.07.	 	
Use of Proceeds and Letters of Credit
	 	 	42
	SECTION 5.08.	 	
Compliance with Laws
	 	 	42



 






 



iii



	 	 	 	 	 	 
	SECTION 5.09.	 	
Inspection of Property, Books and Records
	 	 	42
	SECTION 5.10.	 	
Payment of Obligations
	 	 	43
	 	 	
ARTICLE VI	 	 	 
	 	 	
Defaults	 	 	 
	SECTION 6.01.	 	
Events of Default
	 	 	43
	SECTION 6.02.	 	
Notice of Default
	 	 	45
	 	 	
ARTICLE VII	 	 	 
	 	 	
The Agent	 	 	 
	SECTION 7.01.	 	
Appointment and Authorization
	 	 	46
	SECTION 7.02.	 	
Agent and Affiliates
	 	 	46
	SECTION 7.03.	 	
Action by Agent
	 	 	46
	SECTION 7.04.	 	
Consultation with Experts
	 	 	46
	SECTION 7.05.	 	
Liability of Agent
	 	 	46
	SECTION 7.06.	 	
Indemnification
	 	 	47
	SECTION 7.07.	 	
Credit Decision
	 	 	47
	SECTION 7.08.	 	
Successor Agent
	 	 	47
	SECTION 7.09.	 	
Agent’s Fees
	 	 	47
	 	 	
ARTICLE VIII	 	 	 
	 	 	
Change in Circumstances	 	 	 
	SECTION 8.01.	 	
Basis for Determining Interest Rate Inadequate or Unfair
	 	 	48
	SECTION 8.02.	 	
Illegality
	 	 	48
	SECTION 8.03.	 	
Increased Cost and Reduced Return
	 	 	49
	SECTION 8.04.	 	
Taxes
	 	 	51
	SECTION 8.05.	 	
Base Rate Loans Substituted for Affected Euro-Dollar Loans
	 	 	53
	SECTION 8.06.	 	
Substitution of Bank
	 	 	53
	SECTION 8.07.	 	
Election to Terminate
	 	 	54
	 	 	
ARTICLE IX	 	 	 
	 	 	
Miscellaneous	 	 	 



 






 



iv



	 	 	 	 	 	 
	SECTION 9.01.	 	
Notices
	 	 	54
	SECTION 9.02.	 	
No Waivers
	 	 	55
	SECTION 9.03.	 	
Expenses; Indemnification
	 	 	55
	SECTION 9.04.	 	
Amendments and Waivers
	 	 	56
	SECTION 9.05.	 	
Successors and Assigns
	 	 	56
	SECTION 9.06.	 	
New York Law
	 	 	59
	SECTION 9.07.	 	
Counterparts; Integration
	 	 	59
	SECTION 9.08.	 	
WAIVER OF JURY TRIAL
	 	 	59






	 
	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








 




		
	 	     THREE-YEAR 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. If the
Commitments have terminated or expired, the Applicable Percentage shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.



          “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.



 






 






2



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



          “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



 






 






3



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.


          “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.



 






 






4



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



          “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 shall end on the Termination Date;




		
	 	     (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 shall end on the Termination Date.




		
	 	     (c) with respect to each Money Market LIBOR Loan, the period
commencing on the date of Borrowing and ending such



 






 







7




		
	 	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).



          “Issuing Bank” means JPMorgan Chase Bank in its capacity as the issuer of
Letters of Credit hereunder. The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term “Issuing Bank” shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.



          “LC Disbursement” means a payment made by the Issuing Bank pursuant to a
Letter of Credit.



          “LC Exposure” means, at any time, the sum of (i) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (ii) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by
or on behalf of the Borrower at such time. The LC Exposure of any Bank at any
time shall be its Applicable Percentage of the total LC Exposure at such time.



 






 






8



          “Letter of Credit” means any letter of credit issued pursuant to this
Agreement.



          “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.



          “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.



 






 





9



          “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.



          “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



 






 





10


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.


          “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.



 






 





11


          “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).



          “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 sum of the aggregate unpaid principal
amount of the Loans and the LC Exposure.



 






 





12


          “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.



          “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 27, 2005, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.



          “364-Day Credit Agreement” means the 364-day 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) and the total LC Exposure at such
date, and (b) the aggregate outstanding principal amount of all “Loans”
(including “Money Market Loans”) at such date, in each case under and as
defined in the 364-Day 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, after



 






 





13


giving effect to any reduction or increase in the “Commitments” on such
date, under and as defined in the 364-Day Credit Agreement; provided that if
the “Commitments” under and as defined in the 364-Day Credit Agreement have
terminated but the Borrower has exercised the term-out option described in
Section 2.17 of the 364-Day Credit Agreement, then for the purposes of clause
(ii)(b) above the “Commitments” under the 364-Day Credit Agreement shall be
deemed to remain in effect in an amount equal to the aggregate principal amount
of any outstanding “Term Loans” at the time, under and as defined in the
364-Day Credit Agreement.


          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 (together with its LC Exposure) the
amount of such Bank’s Commitment. Each Borrowing under this



 






 





14


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
aggregate amount of the unused Commitments or any lesser aggregate amount
required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.17(e)) 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



 






 





15


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) 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



 






 





16


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, 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; provided that
Base Rate Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.17(e) shall be remitted by the Administrative Agent to
the Issuing Bank.



          (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



 






 





19


amount of any sum received by the Agent hereunder for the accounts of the
Banks and each Bank’s share thereof.


          (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; 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.



          (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 and there is no LC Exposure
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 sum of the aggregate outstanding principal
amount of the Loans plus the LC Exposure.



          SECTION 2.08. Increase in Commitments. (a) During the Revolving Credit
Period, the Borrower may, by written notice



 






 





20


to the Agent (which shall promptly deliver a copy to each of the 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 $125,000,000, (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


          (c) At the time that any Commitment Increase becomes effective, if any
Letters of Credit issued hereunder remain outstanding, each Bank’s
participation in such Letters of Credit will be adjusted in accordance with
such Bank’s Applicable Percentage, after giving effect to such Commitment
Increase.



          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. 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 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 0.350%;




		
	 	     (iii) if such day falls within a Level VI Period, then 0.625%; 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.



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




		
	 	     (i) if such day falls within a Level I Period, then 0.375%;




		
	 	     (ii) if such day falls within a Level II Period, then 0.475%;




		
	 	     (iii) if such day falls within a Level III Period, then 0.700%;




		
	 	     (iv) if such day falls within a Level IV Period, then 0.775%;



 






 






22



		
	 	     (v) if such day falls within a Level V Period, then 1.100%;




		
	 	     (vi) if such day falls within a Level VI Period, then 1.375%; 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 0.500%;




		
	 	     (ii) if such day falls within a Level II Period, then 0.600%;




		
	 	     (iii) if such day falls within a Level III Period, then 0.825%;




		
	 	     (iv) if such day falls within a Level IV Period, then 1.025%;




		
	 	     (v) if such day falls within a Level V Period, then 1.350%;




		
	 	     (vi) if such day falls within a Level VI Period, then 1.625%; 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) 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



 






 





23


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).


          (d) 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.



          (e) 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 terminated, ratably in proportion to their
outstanding Loans and LC Exposure), a facility fee at the rate of (i) 0.125%
per annum during each Level I Period, (ii) 0.150% per annum during each Level
II Period, (iii) 0.175% per annum during each Level III Period, (iv) 0.225% per
annum during each Level IV Period, (v) 0.275% per annum during each Level V
Period, (vi) 0.375% 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 or LC Exposure remains outstanding after
the Revolving Credit Period, from and including the last day of the



 






 





24


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 and LC Exposure.


          (b) Letter of Credit and Fronting Fees. The Borrower agrees to pay (i)
to the Administrative Agent for the account of each Bank a letter of credit fee
with respect to its participations in Letters of Credit, which shall accrue at
the Euro-Dollar Margin used to determine the interest rate applicable to
Euro-Dollar Loans on the average daily amount of such Bank’s LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date on which such Bank’s Commitment terminates and the date on
which such Bank ceases to have any LC Exposure, and (ii) to the Issuing Bank a
fronting fee, which shall accrue at the rate or rates per annum separately
agreed upon between the Borrower and the Issuing Bank on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the
Commitments and the date on which there ceases to be any LC Exposure, as well
as the Issuing Bank’s standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings
thereunder.



          (c) Payment. Except as otherwise indicated, accrued facility fees,
letter of credit fees and fronting 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 or LC Exposure remains outstanding after the
Revolving Credit Period, the date such Loans shall be repaid in full and such
LC Exposure ceases to exist. Any other fees payable to the Issuing Bank
pursuant to this Section shall be payable within 10 days after demand.



          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;



 






 






25


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.


          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.



 






 





26


          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 $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, fees and
reimbursements of LC Disbursements 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 (or to the Issuing Bank, in the case of payments
to be made directly to the Issuing Bank as expressly provided herein). 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, or to the Issuing
Bank in the case of payments for its account. 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, 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



 






 





27


Banks or the Issuing Bank 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 or the Issuing Bank, as the
case may be, on such due date an amount equal to the amount then due such Bank
or the Issuing Bank. If and to the extent that the Borrower shall not have so
made such payment, each Bank or the Issuing Bank, as the case may be, shall
repay to the Agent forthwith on demand such amount distributed to such Bank or
the Issuing Bank together with interest thereon, for each day from the date
such amount is distributed to such Bank or the Issuing Bank until the date such
Bank or the Issuing 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,
facility fees, letter of credit fees and fronting 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



 






 





28


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 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. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters
of Credit for its own account in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Credit Period. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any
form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.
The parties hereto acknowledge and agree that (i) Letters of Credit may be
issued to support obligations of Subsidiaries of the Borrower as well as the
Borrower, (ii) Letters of Credit issued to support obligations of a Subsidiary
may state that they are issued for such Subsidiary’s account and (iii)
regardless of any such statement in any Letter of Credit, the Borrower is the
“account party” in respect of all Letters of Credit and will be responsible for
reimbursement of LC Disbursements as provided herein.



          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the
Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Domestic Business Day), the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Bank, the Borrower also



 






 





29


shall submit a letter of credit application on the Issuing Bank’s standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed
$50,000,000 and (ii) the sum of the total LC Exposure plus the aggregate
outstanding principal amount of the Loans shall not exceed the aggregate amount
of the Commitments.


          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Domestic Business Days prior to the Termination Date.



          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Banks, the Issuing Bank
hereby grants to each Bank, and each Bank hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Bank’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Bank hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Bank, such Bank’s Applicable Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Bank
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.



          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 Noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of
such LC Disbursement prior to 10:00 A.M., New York City time, on such date, or,
if such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 Noon, New York City time, on (i) the Domestic
Business Day that the Borrower receives such notice, if such notice is received
prior to 10:00 A.M., New York City time, on the day of receipt, or (ii) the
Domestic Business Day immediately following the day that the Borrower receives
such notice, if such notice is not received prior to such time on the day of
receipt; provided



 






 





30


that the Borrower may, subject to the conditions to borrowing set forth
herein, request in accordance with Section 2.02 that such payment be financed
with a Base Rate Borrowing in an equivalent amount and, to the extent so
financed, the Borrower’s obligation to make such payment shall be discharged
and replaced by the resulting Base Rate Borrowing. If the Borrower fails to
make such payment when due, the Administrative Agent shall notify each Bank of
the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Bank’s Applicable Percentage thereof. Promptly
following receipt of such notice, each Bank shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.04 with respect to Loans made by such
Bank (and Section 2.04 shall apply, mutatis mutandis, to the payment
obligations of the Banks), and the Administrative Agent shall promptly pay to
the Issuing Bank the amounts so received by it from the Banks. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Banks have made payments
pursuant to this paragraph to reimburse the Issuing Bank, then to such Banks
and the Issuing Bank as their interests may appear. Any payment made by a Bank
pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement (other than the funding of Base Rate Loans as contemplated above)
shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement.


          (f) Obligations Absolute. The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower’s obligations
hereunder. Neither the Administrative Agent, the Banks nor the Issuing Bank
(nor any of their Affiliates, directors, officers, employees, agents and
advisors, or their Affiliates’ directors, officers, employees, agents and
advisors), shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence



 






 





31


arising from causes beyond the control of the Issuing Bank; provided that
the foregoing shall not be construed to excuse the Issuing Bank from liability
to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the
absence of gross negligence or wilful misconduct on the part of the Issuing
Bank (as finally determined by a court of competent jurisdiction), the Issuing
Bank shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.


          (g) Disbursement Procedures. The Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall promptly notify the
Administrative Agent and the Borrower by telephone (confirmed by telecopy) of
such demand for payment and whether the Issuing Bank has made or will make an
LC Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Banks with respect to any such LC
Disbursement.



          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to Base Rate Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then the last sentence of the first
paragraph of Section 2.09(a) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the Issuing Bank, except that interest
accrued on and after the date of payment by any Bank pursuant to paragraph (e)
of this Section to reimburse the Issuing Bank shall be for the account of such
Bank to the extent of such payment.



          (i) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Domestic Business Day that the Borrower receives notice from
the Administrative Agent or the Required Banks that the Required Banks are
demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Banks, an



 






 




32


amount in cash equal to the LC Exposure as of such date plus any accrued
and unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described
in clause (g) or (h) of Article VI. Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Borrower’s risk and
expense, such deposits shall not bear interest. Interest or profits, if any,
on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of the Required Banks), be
applied to satisfy other obligations of the Borrower under this Agreement. If
the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Domestic
Business Days after all Events of Default have been cured or waived.


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 &



 






 





33



		
	 	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 364-Day 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, and of the Issuing Bank to issue, amend, renew
or extend any Letter of Credit, 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 or receipt by the Issuing Bank of a notice as
required by Section 2.17(b), as the case may be;




		
	 	    (b) the fact that, immediately before and immediately after such
Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be
continuing;




		
	 	    (c) the fact that immediately after such Borrowing or the issuance,
amendment, renewal or extension of such



 






 



34



		
	 	Letter of Credit, as applicable, the sum of the aggregate
outstanding principal amount of the Loans plus the total LC Exposure 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 set forth in Sections 4.04(b)
and 4.05) shall be true on and as of the date of such Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of
Credit, as applicable; and




		
	 	     (e) the fact that the Borrowing or issuance, amendment, renewal or
extension of the Letter of Credit, as applicable, 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 and each issuance, amendment, renewal or extension of a Letter
of Credit hereunder shall be deemed to be a representation and warranty by the
Borrower on the date of such Borrowing or the date of issuance, amendment,
renewal or extension of such Letter of Credit, as applicable, 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



 






 





35


(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.



          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 financial information disclosed in the
Disclosure Documents and the effect on the Borrower of the adoption of SFAS 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



 






 





36


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).


          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


 






 




37


Covenants


          The Borrower agrees that, so long as any Bank has any Commitment hereunder
and so long as any Loan is outstanding hereunder, any Letter of Credit remains
outstanding or any LC Disbursement has not been reimbursed:



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




		
	 	    (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



 






 





38



		
	 	  (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 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



 






 






39



		
	 	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 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



 






 





40


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 and Letters of Credit. The proceeds of the
Loans made under this Agreement will be used by the Borrower for general
corporate purposes. Letters of Credit issued under this Agreement may support
obligations of Subsidiaries of the Borrower as well as the Borrower. None of
such proceeds or Letters of Credit 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 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


 






 





41


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 or
any reimbursement obligation in respect of any LC Disbursement;


     (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 or LC Disbursement;


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


     (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;


 






 




42

     (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 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


 






 


43


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.


          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 and the Issuing
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.



 






 





44


          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 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 and LC Exposure, 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 and the Issuing Bank
acknowledges that it has, independently and without reliance upon the Agent or
any other Bank or Issuing 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 and the Issuing Bank also acknowledges that it
will, independently and without reliance upon the Agent or any other Bank or
Issuing 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, the Issuing Bank 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 and the
Issuing Bank, 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



 






 





45


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


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



 






 





46


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-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) or the Issuing Bank 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 the Issuing Bank or shall impose on any Bank (or its Applicable Lending
Office) or the Issuing Bank 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), its obligation to make such Fixed Rate Loans or its
participating in, issuing or maintaining any Letter of Credit; and the result
of any of the foregoing is to increase the cost to such Bank (or its Applicable
Lending Office) or such Issuing Bank of making or maintaining any Fixed Rate
Loan, participating in, issuing or maintaining any Letter of Credit, or to
reduce the amount of any sum received or receivable by such Bank (or its
Applicable Lending Office) or such Issuing Bank under this Agreement or under
its Note with respect thereto, by an amount reasonably deemed by such Bank or
such Issuing Bank to be material, then, within 15 days after demand by such
Bank or such Issuing Bank (with a copy to the Agent), the Borrower shall



 






 





47


pay to such Bank or such Issuing Bank such additional amount or amounts as
will compensate such Bank or such Issuing Bank for such increased cost or
reduction.


          (b) If any Bank or the Issuing 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 such Issuing Bank
(or its parent) required to be maintained in respect of, or otherwise allocated
to, such Bank or such Issuing Bank’s obligations hereunder (its “Required
Capital”) by an amount reasonably deemed by such Bank or such Issuing Bank to
be material, then such Bank or such Issuing Bank may, by notice to the Borrower
and the Agent, increase the facility fee, letter of credit fee or fronting fee
payable to such Bank or such Issuing Bank hereunder to the extent required so
that the ratio of (w) the sum of the increased facility fee, letter of credit
fee or fronting fee applicable to such Bank or such Issuing Bank’s Commitment
or Loans hereunder to (x) the prior facility fee, letter of credit fee or
fronting fee applicable to such Bank’s or such Issuing Bank’s Commitment or
Loans or Letters of Credit (or participations therein) hereunder is the same as
the ratio of (y) such Bank’s or such Issuing Bank’s increased Required Capital
to (z) its prior Required Capital. Such Bank or such Issuing Bank’s notice to
the Borrower and the Agent shall set forth its calculation of the foregoing
ratios and the increased facility fee, letter of credit fee or fronting fee to
which it is entitled under this Section.



          (c) Each Bank or the Issuing 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 or such Issuing 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 or such Issuing Bank, be otherwise disadvantageous to such Bank or
such Issuing Bank. Notwithstanding any other provision of this Section,
neither any Bank nor the Issuing 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 or such Issuing Bank (as applicable) 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
or the Issuing Bank claiming compensation under Section 8.03(a) or (b) and
setting forth the additional amount or amounts to be paid to it hereunder



 






 





48


and describing the method of calculation thereof shall be conclusive if
made reasonably and in good faith. In determining such amount, such Bank or
such Issuing 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, the Issuing 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, Issuing 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 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, the Issuing 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, such Issuing 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, the Issuing 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, such Issuing 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, such Issuing Bank or the Agent, as the case may be)
arising therefrom or with respect thereto. This indemnification shall be made



 






 





49


within 15 days from the date such Bank, such Issuing 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 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



 






 





50


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 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



 






 





51


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, the Agent or
the Issuing Bank, 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, (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
or the Issuing Bank in exercising any right,



 






 





52


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,
(ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the
Agent or any Bank or the Issuing Bank, including fees and disbursements of
counsel, in connection with such Event of Default and collection and other
enforcement proceedings resulting therefrom, and (iii) all reasonable
out-of-pocket expenses incurred by the Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder.



          (b) The Borrower agrees to indemnify each Bank and the Issuing Bank and
hold each Bank and the Issuing 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 the Issuing Bank (or 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
or such Issuing 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, (ii) any transaction which
violates the change in control provisions set forth in Section 6.01(i) or (iii)
any actual or proposed use of any Letter of Credit issued pursuant to this
Agreement (including any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit);
provided that no Bank or Issuing 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 LC Disbursement or any fees
hereunder or (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or LC Disbursement or any fees hereunder or for any
reduction or termination of any Commitment; provided



 






 





53


further that no such amendment or waiver shall (i) 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 LC
Exposure, 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; or (ii) amend, modify or otherwise affect the rights or duties of
the Issuing Bank without the prior written consent of the Issuing Bank.


          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 (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), 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 (including any Affiliate of the Issuing Bank that issues any
Letter of Credit)) 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 (or, if the
Commitments have terminated, the entire amount of its outstanding Loans and LC
Exposure), the amount of the Commitment (or, if the Commitments have
terminated, the amount of the outstanding Loans and LC Exposure) 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



 






 





54


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 and LC Exposure of, 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, the Issuing Bank 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, the Issuing Bank 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 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, the Issuing Bank
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



 






 





55


performance of such obligations and (iii) the Borrower, the Agent, the
Issuing Bank 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.



          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.



 






 





56


          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
	 	 	 	 	 
	 	 	 	 	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



 






 



57



	 	 	 	 	 
	 	 	 	 	for notice to it as Issuing

Bank:
	 	 	 	 	 
	 	 	 	 	JPMorgan Chase Bank

10420 Highland Manor Drive,

4th Floor

Tampa, FL 33610

Attention: Stephen Carew

Telecopier: (813) 432-5161/5165

Email: stephen.m.carew@chase.com
	 	 	 	 	 
	 	 	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



 






 



58



	 	 	 	 	 
	 	 	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