Ex-10.1



 





EXHIBIT 10.1

















CREDIT AGREEMENT




among




NORDSON CORPORATION,

as Borrower,




THE FINANCIAL INSTITUTIONS NAMED HEREIN

as Banks,




KEYBANK NATIONAL ASSOCIATION,

as Lead Arranger and

Administrative Agent,




THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH,

as a Co-Syndication Agent




JPMORGAN CHASE BANK,

as a Co-Syndication Agent




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Co-Documentation Agent




and




HARRIS TRUST & SAVINGS BANK,

as a Co-Documentation Agent










dated as of

October 19, 2004



































 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I.  DEFINITIONS	 	 	1	 
	Section 1.01
	 	Definitions	 	 	1	 
	Section 1.02
	 	Accounting Terms	 	 	18	 
	Section 1.03
	 	Terms Generally	 	 	18	 
	ARTICLE II.  AMOUNT AND TERMS OF CREDIT	 	 	18	 
	Section 2.01
	 	Amount and Nature of Credit	 	 	18	 
	Section 2.02
	 	Conditions To Loans	 	 	20	 
	Section 2.03
	 	Payments, Etc	 	 	22	 
	Section 2.04
	 	Prepayment	 	 	23	 
	Section 2.05
	 	Facility and Other Fees	 	 	24	 
	Section 2.06
	 	Reduction and Increases of Commitment	 	 	25	 
	Section 2.07
	 	Computation of Interest and Fees; Default Rate	 	 	26	 
	Section 2.08
	 	Mandatory Payment	 	 	26	 
	ARTICLE III.  INCREASED CAPITAL; TAXES, ETC	 	 	27	 
	Section 3.01
	 	Reserves or Deposit Requirements, Etc	 	 	27	 
	Section 3.02
	 	Tax Law, Etc	 	 	27	 
	Section 3.03
	 	Eurodollar or Alternate Currency
Deposits Unavailable or Interest Rate Unascertainable	 	 	28	 
	Section 3.04
	 	Indemnity	 	 	29	 
	Section 3.05
	 	Changes in Law Rendering Fixed Rate Loans Unlawful	 	 	29	 
	Section 3.06
	 	Funding	 	 	29	 
	Section 3.07
	 	Capital Adequacy	 	 	29	 
	Section 3.08
	 	Application of Provisions	 	 	30	 
	ARTICLE IV.  CONDITIONS PRECEDENT	 	 	30	 
	Section 4.01
	 	Notes	 	 	30	 
	Section 4.02
	 	Officer’s Certificate, Resolutions, Organizational Documents	 	 	30	 
	Section 4.03
	 	Legal Opinion	 	 	30	 
	Section 4.04
	 	Good Standing Certificates	 	 	30	 
	Section 4.05
	 	Agent Fee Letter, Closing Fee Letter; Legal Fees	 	 	30	 
	Section 4.06
	 	Lien Searches	 	 	31	 
	Section 4.07
	 	Closing Certificate	 	 	31	 
	Section 4.08
	 	Existing Credit Agreements	 	 	31	 
	Section 4.09
	 	No Material Adverse Change	 	 	31	 
	Section 4.10
	 	Miscellaneous	 	 	31	 
	ARTICLE V.  COVENANTS	 	 	31	 
	Section 5.01
	 	Insurance	 	 	31	 
	Section 5.02
	 	Money Obligations	 	 	31	 







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TABLE OF CONTENTS
(Continued)



	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 5.03
	 	Financial Statements	 	 	32	 
	Section 5.04
	 	Financial Records	 	 	33	 
	Section 5.05
	 	Franchises	 	 	33	 
	Section 5.06
	 	ERISA Compliance	 	 	33	 
	Section 5.07
	 	Financial Covenants	 	 	33	 
	Section 5.08
	 	Borrowing	 	 	34	 
	Section 5.09
	 	Liens	 	 	35	 
	Section 5.10
	 	Regulations U and X	 	 	35	 
	Section 5.11
	 	Investments and Loan	 	 	36	 
	Section 5.12
	 	Merger and Sale of Assets	 	 	36	 
	Section 5.13
	 	Acquisitions	 	 	37	 
	Section 5.14
	 	Notice	 	 	37	 
	Section 5.15
	 	Environmental Compliance	 	 	37	 
	Section 5.16
	 	Affiliate Transactions	 	 	38	 
	Section 5.17
	 	Use of Proceeds	 	 	38	 
	Section 5.18
	 	Corporate Name	 	 	38	 
	Section 5.19
	 	Restricted Payments	 	 	38	 
	Section 5.20
	 	Restrictive Agreements	 	 	38	 
	Section 5.21
	 	Other Covenants	 	 	39	 
	Section 5.22
	 	Guaranties of Payment; Guaranty
Under Material Indebtedness Agreement	 	 	39	 
	Section 5.23
	 	Pari Passu Ranking	 	 	39	 
	Section 5.24
	 	Anti-Terrorism Laws	 	 	40	 
	ARTICLE VI.  REPRESENTATIONS AND WARRANTIES	 	 	40	 
	Section 6.01
	 	Corporate Existence; Subsidiaries; Foreign Qualification	 	 	40	 
	Section 6.02
	 	Corporate Authority	 	 	40	 
	Section 6.03
	 	Compliance With Laws	 	 	40	 
	Section 6.04
	 	Litigation and Administrative Proceedings	 	 	41	 
	Section 6.05
	 	Title to Assets	 	 	41	 
	Section 6.06
	 	Liens and Security Interests	 	 	41	 
	Section 6.07
	 	Tax Returns	 	 	41	 
	Section 6.08
	 	Environmental Laws	 	 	41	 
	Section 6.09
	 	Continued Business	 	 	42	 
	Section 6.10
	 	Employee Benefit Plans	 	 	42	 
	Section 6.11
	 	Consents or Approvals	 	 	43	 
	Section 6.12
	 	Solvency	 	 	43	 
	Section 6.13
	 	Financial Statements	 	 	43	 
	Section 6.14
	 	Regulations	 	 	43	 
	Section 6.15
	 	Investment Company; Holding Company	 	 	43	 
	Section 6.16
	 	Material Agreements	 	 	43	 
	Section 6.17
	 	Intellectual Property	 	 	44	 
	Section 6.18
	 	Insurance	 	 	44	 







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TABLE OF CONTENTS
(Continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 6.19
	 	Accurate and Complete Statements	 	 	44	 
	Section 6.20
	 	Defaults	 	 	44	 
	Section 6.21
	 	Anti-Terrorism Law Compliance	 	 	44	 
	ARTICLE VII.  EVENTS OF DEFAULT	 	 	44	 
	Section 7.01
	 	Payments	 	 	44	 
	Section 7.02
	 	Special Covenants	 	 	45	 
	Section 7.03
	 	Other Covenants	 	 	45	 
	Section 7.04
	 	Representations and Warranties	 	 	45	 
	Section 7.05
	 	Cross Default	 	 	45	 
	Section 7.06
	 	ERISA Default	 	 	45	 
	Section 7.07
	 	Change In Control	 	 	45	 
	Section 7.08
	 	Money Judgment	 	 	45	 
	Section 7.09
	 	Validity of Loan Documents	 	 	45	 
	Section 7.10
	 	Insolvency	 	 	46	 
	ARTICLE VIII.  REMEDIES UPON DEFAULT	 	 	46	 
	Section 8.01
	 	Optional Defaults	 	 	46	 
	Section 8.02
	 	Automatic Defaults	 	 	46	 
	Section 8.03
	 	Offsets	 	 	47	 
	Section 8.04
	 	Equalization Provision	 	 	47	 
	ARTICLE IX.  THE AGENT	 	 	47	 
	Section 9.01
	 	Appointment and Authorization	 	 	47	 
	Section 9.02
	 	Note Holders	 	 	48	 
	Section 9.03
	 	Consultation With Counsel	 	 	48	 
	Section 9.04
	 	Documents	 	 	48	 
	Section 9.05
	 	Agent and Affiliates	 	 	48	 
	Section 9.06
	 	Knowledge of Default	 	 	48	 
	Section 9.07
	 	Action By Agent	 	 	48	 
	Section 9.08
	 	Notices, Default, Etc	 	 	48	 
	Section 9.09
	 	Indemnification of Agent	 	 	49	 
	Section 9.10
	 	Successor Agent	 	 	49	 
	Section 9.11
	 	No Reliance on Agent’s Customer Identification Program	 	 	49	 
	Section 9.12
	 	USA Patriot Act	 	 	49	 
	Section 9.13
	 	Co-Documentation Agents and Syndication Agent	 	 	50	 
	ARTICLE X.  MISCELLANEOUS	 	 	50	 
	Section 10.01
	 	Banks’ Independent Investigation	 	 	50	 
	Section 10.02
	 	No Waiver; Cumulative Remedies	 	 	50	 
	Section 10.03
	 	Amendments; Consents	 	 	50	 
	Section 10.04
	 	Notices	 	 	51	 







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TABLE OF CONTENTS
(Continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 10.05
	 	Costs, Expenses and Taxes	 	 	51	 
	Section 10.06
	 	Indemnification	 	 	51	 
	Section 10.07
	 	Obligations Several; No Fiduciary Obligations	 	 	52	 
	Section 10.08
	 	Execution In Counterparts	 	 	52	 
	Section 10.09
	 	Binding Effect; Borrower's Assignment	 	 	52	 
	Section 10.10
	 	Assignments	 	 	52	 
	Section 10.11
	 	Participations	 	 	54	 
	Section 10.12
	 	Severability Of Provisions; Captions; Attachments	 	 	55	 
	Section 10.13
	 	Investment Purpose	 	 	55	 
	Section 10.14
	 	Entire Agreement	 	 	55	 
	Section 10.15
	 	Governing Law; Submission to Jurisdiction	 	 	55	 
	Section 10.16
	 	Legal Representation of Parties	 	 	56	 
	Section 10.17
	 	Judgment Currency	 	 	56	 
	Section 10.18
	 	JURY TRIAL WAIVER	 	 	57	 







-iv-









 






     This CREDIT AGREEMENT (as the same may from time to time be amended,
restated or otherwise modified, this “Agreement”) is made effective as of
October 19, 2004, among the following:




          (i) NORDSON CORPORATION, an Ohio corporation (“Borrower”);




          (ii) the financial institutions from time to time a party hereto
(including any such institution that becomes a party hereto pursuant to
Section 10.10 hereof, collectively, “Banks”, and individually each a
“Bank”);




          (iii) KEYBANK NATIONAL ASSOCIATION, as Lead Arranger, Book Runner
and Administrative Agent for the Banks under this Agreement (in such
capacity as Administrative Agent, “Agent”);




          (iv) THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, as a
Co-Syndication Agent;




          (v) JPMORGAN CHASE BANK, as a Co-Syndication Agent;




          (vi) WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Documentation
Agent; and




          (vii) HARRIS TRUST & SAVINGS BANK, as a Co-Documentation Agent.



WITNESSETH:




     WHEREAS, Borrower and the Banks desire to contract for the establishment
of credits in the aggregate principal amounts hereinafter set forth, to be made
available to Borrower upon the terms and subject to the conditions hereinafter
set forth;



     NOW, THEREFORE, it is mutually agreed as follows:



ARTICLE I.




DEFINITIONS




     Section 1.01 Definitions. As used in this Agreement, the following terms
shall have the following meanings:



     “Acquisition” shall mean any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of any Person, or any business or
division of any Person, (b) the acquisition of in excess of fifty percent (50%)
of the stock (or other equity interest) of any Person, or (c) the acquisition
of another Person (other than a Company) by a merger or consolidation or any
other combination with such Person.













 





     “Adjusted LIBOR Rate” shall mean a rate per annum equal to the quotient
obtained (rounded upwards, if necessary, to the nearest 1/100th of 1%) by
dividing (a) the applicable LIBOR Rate by (b) 1.00 minus the Reserve
Percentage.



     “Advantage” shall mean any payment (whether made voluntarily or
involuntarily, by offset of any deposit or other indebtedness or otherwise)
received by any Bank in respect of the Debt, if such payment results in that
Bank having less than its pro rata share of the Debt then outstanding, than was
the case immediately before such payment.



     “Affiliate” shall mean, with respect to any specified Person, any other
Person that, directly or indirectly, controls, is controlled by or is under
common control with such specified Person and “control” (including the
correlative meanings, the terms “controlling”, “controlled by” and “under
common control with”) shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
specified Person, whether through the ownership of voting securities, by
contract or otherwise.



     “Agent Fee Letter” shall mean the Agent Fee Letter, dated as of the
Closing Date, between Borrower and Agent.



     “Agreement” shall have the meaning provided in the first paragraph hereof.



     “Alternate Currency” shall mean Euros, Pounds Sterling, Japanese Yen or
any other currency, other than Dollars, agreed to by Agent in consultation with
the Banks that is freely transferable and convertible into Dollars.



     “Alternate Currency Loan” shall mean a Loan that is denominated in an
Alternate Currency on which Borrower shall pay interest at a rate based on the
Adjusted LIBOR Rate.



     “Anti-Terrorism Law” shall mean the USA Patriot Act or any other law
pertaining to the prevention of future acts of terrorism, in each case as such
law may be amended from time to time.



     “Applicable Facility Fee Rate” shall mean:




          (a) for the period from the Closing Date through October 31,
2004, 15.50 basis points; and




          (b) commencing with the financial statements for FQE July 31,
2004, the number of basis points set forth in the following matrix,
based upon the result of the computation of the Leverage Ratio,
shall be used to establish the number of basis points that will go
into effect on November 1, 2004




          and thereafter:



	 	 	 	 	 
	 Leverage
Ratio
	 	Facility Fee Rate

	Greater than 3.00 to 1.00
	 	22.50 basis points
	Greater than 2.50 to 1.00, but less than or equal to
3.00 to 1.00
	 	20.00 basis points







2









 






	 	 	 	 	 
	 Leverage Ratio
	 	Facility Fee Rate

	Greater than 2.00 to 1.00, but less than or equal to
2.50 to 1.00
	 	17.50 basis points
	Greater than 1.50 to 1.00, but less than or equal to
2.00 to 1.00
	 	15.50 basis points
	Less than or equal to 1.50 to 1.00
	 	13.00 basis points







     Changes to the Applicable Facility Fee Rate shall be effective on the
first day of the month following the date upon which Agent received, or, if
earlier, should have received, pursuant to Section 5.03 (a) and (b) hereof, the
financial statements of the Companies. The above matrix does not modify or
waive, in any respect, the requirements of Section 5.07 hereof, the rights of
Agent and the Banks to charge the Default Rate, or the rights and remedies of
Agent and the Banks pursuant to Articles VII and VIII hereof.



     “Applicable Margin” shall mean:




          (a) for the period from the Closing Date through October 31,
2004, 37.50 basis points; and




          (b) commencing with the financial statements for FQE July 31, 2004,
the number of basis points set forth in the following matrix, based upon
the result of the computation of the Leverage Ratio, shall be used to
establish the number of basis points that will go into effect on November
1, 2004 and thereafter:



	 	 	 	 	 
	 Leverage Ratio
	 	Applicable Margin

	Greater than 3.00 to 1.00
	 	77.50 basis points
	Greater than 2.50 to 1.00, but less than or equal to
3.00 to 1.00
	 	55.00 basis points
	Greater than 2.00 to 1.00, but less than or equal to
2.50 to 1.00
	 	45.50 basis points
	Greater than 1.50 to 1.00, but less than or equal to
2.00 to 1.00
	 	37.50 basis points
	Less than or equal to 1.50 to 1.00
	 	30.00 basis points






Changes to the Applicable Margin shall be effective on the first day of the
month following the date upon which Agent received, or, if earlier, Agent
should have received, pursuant to Section 5.03 (a) and (b) hereof, the
financial statements of the Companies. The above matrix does not modify or
waive, in any respect, the requirements of Section 5.07 hereof, the rights of
Agent and the Banks to charge the Default Rate, or the rights and remedies of
Agent and the Banks pursuant to Articles VII and VIII hereof.





     “Assignment Agreement” shall mean an Assignment and Assumption Agreement
in the form of the attached Exhibit E.



3









 





     “Augmenting Bank” has the meaning provided in Section 2.06(b) hereof.



     “Base Rate” shall mean a rate per annum equal to the greater of (a) the
Prime Rate or (b) one-half of one percent (-1/2%) in excess of the Federal
Funds Effective Rate. Any change in the Base Rate shall be effective
immediately from and after such change in the Base Rate.



     “Base Rate Loan” shall mean a Loan described in Section 2.01 hereof on
which Borrower shall pay interest at a rate based on the Base Rate.



     “Business Day” shall mean a day of the year on which banks are not
required or authorized to close in Cleveland, Ohio, and, if the applicable
Business Day relates to any Eurodollar Loan, on which dealings are carried on
in the London interbank eurodollar market, and, if the applicable Business Day
relates to any Alternate Currency Loan, on which commercial banks are open for
international business (including the clearing of currency transfer in the
relevant Alternate Currency) in the principal financial center of the home
country of such Alternate Currency.



     “Capital Distribution” shall mean a payment made, liability incurred or
other consideration given for the purchase, acquisition, redemption or
retirement of any capital stock or other equity interest of any Company or as a
dividend, return of capital or other distribution (other than any stock
dividend, stock split or other equity distribution payable only in capital
stock or other equity of the Company in question) in respect of any Company’s
capital stock or other equity interest, including, but not limited to, any
Share Repurchase.



     “Cash Equivalent” shall mean (a) any debt instrument that would be deemed
a cash equivalent in accordance with GAAP and that has an investment grade
rating from Moody’s and/or S&P; (b) fully collateralized repurchase agreements
entered into with any financial institution that has an investment grade rating
from Moody’s and S&P having a term of not more than 90 days and covering
securities described in clause (a) above; (c) investments in money market funds
substantially all the assets of which are comprised of securities of the types
described in clause (a) above or in other securities having an investment grade
rating from Moody’s and S&P; (d) investments in money market funds access to
which is provided as part of “sweep” accounts maintained with a financial
institution that has an investment grade rating from Moody’s and S&P, or the
foreign equivalent thereof; (e) investments in tax exempt bonds and notes that
(i) “re-set” interest rates not less frequently than quarterly, (ii) are
entitled to the benefit of a remarketing arrangement with an established broker
dealer, and (iii) whose principal and accrued interest are guaranteed or
payment of which is assured by an organization that has an investment grade
rating from Moody’s and S&P, or the foreign equivalent thereof; and (f)
investments in pooled funds or investment accounts consisting of investments of
the nature described in the foregoing clause (e).



     “Change in Control” shall mean (a) the acquisition of, or, if earlier, the
shareholder or director approval of the acquisition of, ownership or voting
control, directly or indirectly, beneficially or of record, on or after the
Closing Date, by any Person or group (within the meaning of Rule 13d-3 of the
Exchange Act) other than the Current Management Team, of shares representing
more than fifty percent (50%) of the aggregate ordinary Voting Power
represented by the issued and outstanding capital stock of Borrower; (b) the
occupation of a



4









 




majority of the seats (other than vacant seats) on the board of directors
of Borrower by persons who were neither (i) nominated by the board of directors
of Borrower nor (ii) appointed by directors so nominated; or (c) the occurrence
of a Change in Control, as defined in the Note Purchase Agreement or the 2001
Note Purchase Agreement, or the occurrence of a change in control, or other
similar provision, as defined in any other Material Indebtedness Agreement.




     “CIP Regulations” shall mean the meaning provided in Section 9.11 hereof.



     “Closing Date” shall mean the effective date of this Agreement, which date
is October 19, 2004.



     “Closing Fee Letter” shall mean the Closing Fee Letter, dated as of the
Closing Date, from Borrower to the Banks.



     “Code” shall mean the Internal Revenue Code of 1986, as amended, together
with the rules and regulations promulgated thereunder.



     “Commitment” shall mean the obligation hereunder of the Banks to make
Revolving Loans during the Commitment Period pursuant to the Revolving
Commitments up to the Total Commitment Amount.



     “Commitment Percentage” shall mean, at any time for any Bank, a percentage
obtained by dividing such Bank’s Revolving Commitment by the Total Commitment
Amount. The Commitment Percentage for each Bank as of the Closing Date is set
forth opposite such Bank’s name under the column headed “Commitment Percentage”
as described in Schedule 1 hereto.



     “Commitment Period” shall mean the period from the Closing Date to October
18, 2009, or such earlier date on which the Commitment shall have been
terminated pursuant to Article VIII hereof.



     “Company” shall mean Borrower or a Subsidiary.



     “Companies” shall mean Borrower and all Subsidiaries.



     “Compliance Certificate” shall mean a certificate, substantially in the
form of the attached Exhibit D.



     “Consideration” shall mean, in connection with an Acquisition, the
aggregate consideration paid, including borrowed funds, cash, the issuance of
securities or notes, the assumption or incurring of liabilities (direct or
contingent), the payment, in excess of fair and reasonable amounts, of
consulting fees or fees for a covenant not to compete and any other
consideration paid for the purchase.



     “Consolidated” shall mean the resultant consolidation of the financial
statements of Borrower and its Subsidiaries in accordance with GAAP, including
principles of consolidation consistent with those applied in preparation of the
consolidated financial statements referred to in Section 6.13 hereof.



5









 





     “Consolidated Capital Expenditures” shall mean, for any period, the amount
of capital expenditures of Borrower, as determined on a Consolidated basis and
in accordance with GAAP.



     “Consolidated Depreciation and Amortization Charges” shall mean, for any
period, the aggregate of all depreciation and amortization charges for fixed
assets, leasehold improvements and general intangibles (specifically including
goodwill) as well as goodwill impairments and any losses traced to the
write-off of goodwill associated with the disposal or exiting of a business of
Borrower for such period, all as determined on a Consolidated basis and in
accordance with GAAP.



     “Consolidated EBIT” shall mean, for any period, on a Consolidated basis
and in accordance with GAAP, Consolidated Net Earnings for such period plus the
aggregate amounts deducted in determining such Consolidated Net Earnings in
respect of (a) income taxes, (b) Consolidated Interest Expense, (c) any
non-cash charges taken in accordance with GAAP, (d) any non-cash charges
relating to annual costs associated with expensing Borrower’s employee stock
option program if Borrower is required or chooses to do so, and (e) any
non-cash charges.



     “Consolidated EBITDA” shall mean, for any period, on a Consolidated basis
and in accordance with GAAP, Consolidated EBIT plus Consolidated Depreciation
and Amortization Charges.



     “Consolidated Interest Expense” shall mean, for any period, the interest
expense of Borrower for such period, as determined on a Consolidated basis and
in accordance with GAAP, and shall include that portion of the expenses of a
Permitted Receivables Facility that would be the equivalent to interest expense
if a Company obtained funding in a manner that would give rise to interest
expense, in an amount approximately equal to the amount of the Permitted
Receivables Facility.



     “Consolidated Net Earnings” shall mean, for any period, the net income
(loss) of Borrower for such period, as determined on a Consolidated basis and
in accordance with GAAP.



     “Consolidated Net Worth” shall mean, at any date, the Consolidated
stockholders’ equity of Borrower, determined as of such date in accordance with
GAAP.



     “Consolidated Total Assets” shall mean the book value of all assets of the
Companies, as determined on a Consolidated basis and in accordance with GAAP,
based upon the financial statements of Borrower for the most recently completed
fiscal quarter.



     “Consolidated Trailing EBIT” shall mean the sum of (a) Consolidated EBIT,
plus (b)(i) without duplication, the EBIT of Companies acquired by Borrower and
its Subsidiaries during the most recently completed four (4) fiscal quarters to
the extent that such EBIT of Companies acquired is confirmed by audited
financial or other information (which other information need not be audited or
auditable) satisfactory to Agent, minus (ii) the EBIT of Companies disposed of
by Borrower and its Subsidiaries during the most recently completed four (4)
fiscal quarters; provided, however, that, non-recurring gains shall be excluded
from the determination of Consolidated Trailing EBIT.



6









 





     “Consolidated Trailing EBITDA” shall mean the sum of (a) Consolidated
EBITDA, plus (b)(i) without duplication, the EBITDA of Companies acquired by
Borrower and its Subsidiaries during the most recently completed four (4)
fiscal quarters to the extent that such EBITDA of Companies acquired is
confirmed by audited financial or other information (which other information
need not be audited or auditable) satisfactory to Agent, minus (ii) the EBITDA
of Companies disposed of by Borrower and its Subsidiaries during the most
recently completed four (4) fiscal quarters; provided, however, that,
non-recurring gains shall be excluded from the determination of Consolidated
Trailing EBITDA.



     “Consolidated Trailing Interest Expense” shall mean the sum of (a)
Consolidated Interest Expense, plus (b)(i) without duplication, the interest
expense of Companies acquired by Borrower and its Subsidiaries during the most
recently completed four (4) fiscal quarters to the extent that such interest
expense of Companies acquired is confirmed by audited financial or other
information (which other information need not be audited or auditable)
satisfactory to Agent, minus (ii) the interest expense of Companies disposed of
by Borrower and its Subsidiaries during the most recently completed four (4)
fiscal quarters.



     “Consolidated Trailing Net Earnings” shall mean the sum of (a)
Consolidated Net Earnings, plus (b)(i) without duplication, the Net Earnings of
Companies acquired by Borrower and its Subsidiaries during the most recently
completed four (4) fiscal quarters to the extent that such Net Earnings of such
Companies acquired is confirmed by audited financial or other information
(which other information need not be audited or auditable) satisfactory to
Agent, minus (ii) the Net Earnings of Companies disposed of by Borrower and its
Subsidiaries during the most recently completed four (4) fiscal quarters.



     “Controlled Group” shall mean a Company and each Person required to be
aggregated with a Company under Code Sections 414(b), (c), (m) or (o).



     “Current Management Team” shall mean any group comprised of the chief
executive officer, the chief operating officer, the chief financial officer and
other senior management of Borrower (or any combination thereof) as in place on
the Closing Date, and their respective spouses and children (and/or trusts of
which the only beneficiaries are such members of senior management and their
respective spouses and children) or any “group” (within the meaning of Rule 13d
under the Exchange Act) that includes at least three (3) of such members of
senior management, together with their “affiliates” and “associates” (within
the meaning of Rule 12b-2 under the Exchange Act).



     “Debt” shall mean, collectively, all Indebtedness incurred by Borrower to
Agent and the Banks pursuant to this Agreement and includes the principal
amount of and interest (including any interest accruing during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allocable in such proceeding) on all Loans and
each extension, renewal or refinancing thereof in whole or in part, the
facility fees, other fees and any prepayment fees and other amounts payable
hereunder.



     “Default” shall mean an event or condition that constitutes, or with the
lapse of any applicable grace period or the giving of notice or both would
constitute, an Event of Default and that has not been waived by the Required
Banks (or, if required, all of the Banks) in writing.



7









 





     “Default Rate” shall mean, with respect to any Loan, a rate per annum
equal to two percent (2%) in excess of the rate otherwise applicable thereto,
and, with respect to any other amount, if no rate is specified or available,
then two percent (2%) in excess of the Base Rate.



     “Depreciation and Amortization Charges” shall mean, with respect to any
Person for any period, in accordance with GAAP, the aggregate of all such
charges for fixed assets, leasehold improvements and general intangibles
(specifically including goodwill) of such Person as well as goodwill
impairments and any losses traced to the write-off of goodwill associated with
the disposal or exiting of a business by such Person for such period.



     “Derived Fixed Rate” shall mean (a) with respect to a Eurodollar Loan, a
rate per annum equal to the sum of the Applicable Margin (from time to time in
effect) plus the Adjusted LIBOR Rate applicable to Eurodollars, or (b) with
respect to an Alternate Currency Loan, a rate per annum equal to the sum of the
Applicable Margin (from time to time in effect) plus the Adjusted LIBOR Rate
applicable to the relevant Alternate Currency.



     “Derived Swing Loan Rate” shall mean a rate per annum equal to (a) Agent’s
costs of funds as quoted to Borrower by Agent and agreed to by Borrower, plus
(b) the Applicable Margin (from time to time in effect).



     “Dollar” and the sign “$” shall mean lawful money of the United States of
America.



     “Dollar Equivalent” of (a) an Alternate Currency Loan, shall mean the
Dollar equivalent of the amount of such Alternate Currency Loan, determined by
Agent on the basis of its spot rate at approximately 11:00 A.M. London time on
the date two (2) Business Days before the date of such Alternate Currency Loan,
for the purchase of the relevant Alternate Currency with Dollars for delivery
on the date of such Alternate Currency Loan, and (b) any other amount, shall
mean the Dollar equivalent of such amount, determined by Agent on the basis of
its spot rate at approximately 11:00 A.M. London time on the date for which the
Dollar equivalent amount of such amount is being determined, for the purchase
of the relevant Alternate Currency with Dollars for delivery on such date;
provided, however, that, in calculating the Dollar Equivalent for purposes of
determining (i) Borrower’s obligation to prepay Loans pursuant to Section 2.08
hereof, or (ii) Borrower’s ability to request additional Loans pursuant to the
Commitment, Agent may, in its discretion, on any Business Day (prior to payment
in full of the Debt) selected by Agent, calculate the Dollar Equivalent of each
such Loan. Agent shall notify Borrower of the Dollar Equivalent of such
Alternate Currency Loan or any other amount at the time that Dollar Equivalent
is determined.



     “Domestic Company” shall mean Borrower or a Domestic Subsidiary.



     “Domestic Subsidiary” shall mean a Subsidiary that is not a Foreign
Subsidiary.



     “EBIT” shall mean, for any period, in accordance with GAAP, Net Earnings
for such period, plus the aggregate amounts deducted in determining such Net
Earnings in respect of (a) income taxes and (b) interest expense.



8









 





     “EBITDA” shall mean, for any period, in accordance with GAAP, Net Earnings
for such period, plus the aggregate amounts deducted in determining such Net
Earnings in respect of (a) income taxes, (b) interest expense, and (c)
Depreciation and Amortization Charges.



     “Environmental Laws” shall mean all provisions of law, statutes,
ordinances, rules, regulations, permits, licenses, judgments, writs,
injunctions, decrees, orders, awards and standards promulgated by the
government of the United States of America or any other applicable country or
sovereignty or by any state or municipality thereof or by any court, agency,
instrumentality, regulatory authority or commission of any of the foregoing
concerning health, safety and protection of, or regulation of the discharge of
substances into, the environment.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated pursuant thereto.



     “ERISA Event” shall mean (a) the existence of a condition or event with
respect to an ERISA Plan that presents a risk of the imposition of an excise
tax or any other liability on a Company or of the imposition of a Lien on the
assets of a Company; (b) the engagement by a Controlled Group member in a
non-exempt “prohibited transaction” (as defined under ERISA Section 406 or Code
Section 4975) or a breach of a fiduciary duty under ERISA that could result in
liability to a Company; (c) the application by a Controlled Group member for a
waiver from the minimum funding requirements of Code Section 412 or ERISA
Section 302 or a Controlled Group member is required to provide security under
Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a
Reportable Event with respect to any Pension Plan as to which notice is
required to be provided to the PBGC; (e) the withdrawal by a Controlled Group
member from a Multiemployer Plan in a “complete withdrawal” or a “partial
withdrawal” (as such terms are defined in ERISA Sections 4203 and 4205,
respectively); (f) the involvement of, or occurrence or existence of any event
or condition that makes likely the involvement of, a Multiemployer Plan in any
reorganization under ERISA Section 4241; (g) the failure of an ERISA Plan (and
any related trust) that is intended to be qualified under Code Sections 401 and
501 to be so qualified or the failure of any “cash or deferred arrangement”
under any such ERISA Plan to meet the requirements of Code Section 401(k); (h)
the taking by the PBGC of any steps to terminate a Pension Plan or appoint a
trustee to administer a Pension Plan, or the taking by a Controlled Group
member of any steps to terminate a Pension Plan; (i) the failure by a
Controlled Group member or an ERISA Plan to satisfy any requirements of law
applicable to an ERISA Plan; (j) the commencement, existence or threatening of
a claim, action, suit, audit or investigation with respect to an ERISA Plan,
other than a routine claim for benefits; or (k) any occurrence by or any
expectation of the incurrence by a Controlled Group member of any liability for
post-retirement benefits under any Welfare Plan, other than as required by
ERISA Section 601, et. seq. or Code Section 4980B, that, as to (a) through (k)
above, would reasonably be likely to have or result in a Material Adverse
Effect.



     “ERISA Plan” shall mean an “employee benefit plan” (within the meaning of
ERISA Section 3(3)) that a Controlled Group member at any time sponsors,
maintains, contributes to, has liability with respect to or has an obligation
to contribute to such plan.



     “Eurocurrency Liabilities” shall have the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.



9









 





     “Eurodollar” shall mean a Dollar denominated deposit in a bank or branch
outside of the United States.



     “Eurodollar Loan” shall mean a Loan described in Section 2.01 hereof on
which Borrower shall pay interest at a rate based upon the Adjusted LIBOR Rate
applicable to Eurodollars.



     “Event of Default” shall mean an event or condition that constitutes an
event of default as defined in Article VII hereof.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Existing Credit Agreement” shall have the meaning provided in Section
4.08 hereof.



     “Federal Funds Effective Rate” shall mean, for any day, the rate per annum
(rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%))
announced by the Federal Reserve Bank of New York (or any successor) on such
day as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as
computed and announced by such Federal Reserve Bank (or any successor) in
substantially the same manner as such Federal Reserve Bank computes and
announces the weighted average it refers to as the “Federal Funds Effective
Rate” as of the Closing Date.



     “Financial Officer” shall mean any of the following officers: chief
executive officer, president, vice president-finance, chief financial officer,
controller or treasurer. Unless otherwise qualified, all references to a
Financial Officer in this Agreement shall refer to a Financial Officer of
Borrower.



     “Fixed Rate Loan” shall mean a Eurodollar Loan or an Alternate Currency
Loan.



     “Foreign Subsidiary” shall mean a Subsidiary that is organized outside of
the United States.



     “FQE April 30” shall mean, for any fiscal year of Borrower, Borrower’s
fiscal quarter of such year ending on or about April 30.



     “FQE January 31” shall mean, for any fiscal year of Borrower, Borrower’s
fiscal quarter of such year ending on or about January 31.



     “FQE July 31” shall mean, for any fiscal year of Borrower, Borrower’s
fiscal quarter of such year ending on or about July 31.



     “FQE October 31” shall mean, for any fiscal year of Borrower, Borrower’s
fiscal quarter of such year ending on or about October 31.



     “GAAP” shall mean generally accepted accounting principles as then in
effect, which shall include the official interpretations thereof by the
Financial Accounting Standards Board, applied on a basis consistent with the
past accounting practices and procedures of Borrower.



10









 





     “Guarantor” shall mean a Person that pledges its credit or property in any
manner for the payment or other performance of the indebtedness, contract or
other obligation of another and includes (without limitation) any guarantor
(whether of payment or of collection), surety, co-maker, endorser or Person
that agrees conditionally or otherwise to make any purchase, loan or investment
in order thereby to enable another to prevent or correct a default of any kind.



     “Guarantor of Payment” shall mean any Company that executes and delivers a
Guaranty of Payment on or after the Closing Date, or any other Person that
shall deliver a Guaranty of Payment to Agent on or after the Closing Date in
connection with this Agreement.



     “Guaranty of Payment” shall mean each Guaranty of Payment of Debt,
executed and delivered on or after the Closing Date in connection herewith by
the Guarantors of Payment, as the same may from time to time be amended,
restated or otherwise modified.



     “Increasing Bank” has the meaning provided in Section 2.06(b) hereof.



     “Indebtedness” shall mean, for any Company (excluding in all cases trade
payables payable in the ordinary course of business by such Company), without
duplication, (a) all obligations to repay borrowed money, direct or indirect,
incurred, assumed, or guaranteed, (b) all obligations for the deferred purchase
price of capital assets, (c) all obligations under conditional sales or other
title retention agreements (other than a true consignment), (d) all obligations
(contingent or otherwise) under any letter of credit or banker’s acceptance,
(e) all synthetic leases, (f) all lease obligations that have been or should be
capitalized on the books of such Company in accordance with GAAP, (g) all
obligations of such Company with respect to asset securitization financing
programs, including, but not limited to, all indebtedness under the Permitted
Receivables Facility, (h) all obligations to advance funds to, or to purchase
assets, property or services from, any other Person in order to maintain the
financial condition of such Person, and (i) any other transaction (including
forward sale or purchase agreements) having the commercial effect of a
borrowing of money entered into by such Company to finance its operations or
capital requirements.



     “Interest Adjustment Date” shall mean the last day of each Interest
Period.



     “Interest Coverage Ratio” shall mean, for the most recently completed four
(4) fiscal quarters of Borrower, on a Consolidated basis and in accordance with
GAAP, the ratio of (a) Consolidated Trailing EBIT to (b) Consolidated Trailing
Interest Expense.



     “Interest Period” shall mean, with respect to a Fixed Rate Loan, a period
of one (1), two (2), three (3) or six (6) months, as selected by Borrower in
accordance with Section 2.02 hereof, commencing on the applicable date of
borrowing or conversion of such Fixed Rate Loan and on each Interest Adjustment
Date with respect thereto; provided, however, that if any such period would be
affected by a reduction in the Commitment as provided in Section 2.06 hereof,
prepayment or conversion rights or obligations as provided in Section 2.01 or
3.05 hereof, or maturity of Fixed Rate Loans as provided in Section 2.01
hereof, Borrower shall not select a period that extends beyond the date of such
reduction, prepayment, conversion or maturity; provided, further, that, if (a)
Borrower fails to select a new Interest Period with respect to an outstanding
Eurodollar Loan at least three (3) Business Days prior to the Interest
Adjustment



11









 




Date applicable to such Eurodollar Loan, Borrower shall be deemed to have
converted such Eurodollar Loan to a Base Rate Loan at the end of the then
current Interest Period, or (b) Borrower fails to select a new Interest Period
with respect to an outstanding Alternate Currency Loan at least three (3)
Business Days prior to the Interest Adjustment Date applicable to such
Alternative Currency Loan, such Alternate Currency Loan shall be repaid on the
last day of the applicable Interest Period.




     “Leverage Ratio” shall mean, at any time, for the most recently completed
four (4) fiscal quarters of Borrower, on a Consolidated basis and in accordance
with GAAP, the ratio of (a)(i) Total Indebtedness minus (ii) the aggregate
amount of cash, Cash Equivalents and other marketable securities of the
Companies as set forth on the financial statements of the Companies for the
most recently completed fiscal quarter that are not subject to a Lien (other
than a Lien of Agent for the benefit of the Banks), to (b) Consolidated
Trailing EBITDA.



     “LIBOR Rate” shall mean:




          (a) with respect to a Eurodollar Loan, for any Interest Period, the
per annum rate of interest, determined by Agent in accordance with its
usual procedures (which determination shall be conclusive absent manifest
error) as of approximately 11:00 A.M. (London time) two (2) Business Days
prior to the beginning of such Interest Period pertaining to such
Eurodollar Loan, as provided by Reuters (or, if for any reason such rate
is unavailable from Reuters, from any other similar company or service
that provides rate quotations comparable to those currently provided by
Reuters) as the rate in the London interbank market for Dollar deposits
in immediately available funds with a maturity comparable to such
Interest Period. In the event that such rate quotation is not available
for any reason, then the rate for purposes of this subpart (a) shall be
the average (rounded upward to the nearest 1/16th of 1%) of the per annum
rates at which deposits in immediately available funds in Dollars for the
relevant Interest Period and in the amount of the Eurodollar Loan to be
disbursed or to remain outstanding during such Interest Period, as the
case may be, are offered to Agent (or an Affiliate of Agent, in Agent’s
discretion) by prime banks in any Eurodollar market reasonably selected
by Agent, determined as of 11:00 A.M. (London time) (or as soon
thereafter as practicable), two (2) Business Days prior to the beginning
of the relevant Interest Period pertaining to such Eurodollar Loan
hereunder; and




          (b) with respect to an Alternate Currency Loan, for any Interest
Period, the per annum rate of interest, determined by Agent in accordance
with its usual procedures (which determination shall be conclusive absent
manifest error) as of approximately 11:00 A.M. (London time) two (2)
Business Days prior to the beginning of such Interest Period pertaining
to such Alternate Currency Loan, as listed on British Bankers Association
Interest Rate LIBOR 01 or 02 as provided by Reuters (or, if for any
reason such rate is unavailable from Reuters, from any other similar
company or service that provides rate quotations comparable to those
currently provided by Reuters) as the rate in the London interbank market
for deposits in the relevant Alternate Currency in immediately available
funds with a maturity comparable to such Interest Period. In the event
that such rate quotation is not available for any reason, then the rate
for purposes of this subpart (b) shall be the average (rounded upward to
the nearest 1/16th of 1%) of



12









 






the per annum rates at which deposits in immediately available funds
in the relevant Alternate Currency for the relevant Interest Period and
in the amount of the Alternate Currency Loan to be disbursed or to remain
outstanding during such Interest Period, as the case may be, are offered
to Agent (or an Affiliate of Agent, in Agent’s discretion) by prime banks
in any Alternate Currency market reasonably selected by Agent, determined
as of 11:00 A.M. (London time) (or as soon thereafter as practicable),
two (2) Business Days prior to the beginning of the relevant Interest
Period pertaining to such Alternate Currency Loan hereunder.



     “Lien” shall mean any mortgage, security interest, lien (statutory or
other), charge, encumbrance on, pledge or deposit of, or conditional sale,
leasing, sale with a right of redemption or other title retention agreement and
any capitalized lease with respect to any property (real or personal) or asset.



     “Loan” shall mean a Revolving Loan or a Swing Loan.



     “Loan Documents” shall mean, collectively, this Agreement, each Note, each
Guaranty of Payment, the Agent Fee Letter, the Closing Fee Letter and any other
documents relating to any of the foregoing, as any of the foregoing may from
time to time be amended, restated or otherwise modified or replaced.



     “Material Adverse Effect” shall mean a material adverse effect on (a) the
business, operations, property or condition (financial or otherwise) of
Borrower, (b) the business, operations, property or condition (financial or
otherwise) of Borrower and its Subsidiaries taken as a whole, or (c) the
validity or enforceability of this Agreement or any of the other Loan Documents
or the rights and remedies of Agent or the Banks hereunder or thereunder.



     “Material Indebtedness Agreement” shall mean any debt instrument, lease
(capital, operating or otherwise), guaranty, contract, commitment, agreement or
other arrangement evidencing any Indebtedness of any Company in excess of the
greater of (i) Twenty-Five Million Dollars ($25,000,000) and (ii) an amount
equal to three and one-half percent (3.5%) of Consolidated Total Assets.



     “Moody’s” shall mean Moody’s Investors Service, Inc., or any successor to
such company.



     “Multiemployer Plan” shall mean a Pension Plan that is subject to the
requirements of Subtitle E of Title IV of ERISA.



     “Net Earnings” shall mean, for any period, the net income (loss) for such
period, determined in accordance with GAAP.



     “Non-Increasing Bank” has the meaning provided in Section 2.06(b) hereof.



     “Note” shall mean any Revolving Note, the Swing Line Note or any other
note delivered pursuant to this Agreement.



13









 





     “Note Purchase Agreement” shall mean the Note Purchase Agreement, dated as
of August 1, 1997, between Borrower and Metropolitan Life Insurance Company,
with respect to the 6.78% Senior Notes Due August 29, 2007, as the same may
from time to time be amended, restated or otherwise modified.



     “2001 Note Purchase Agreement” shall mean, collectively and individually,
the separate Note Purchase Agreements, dated as of May 15, 2001, pursuant to
which Borrower issued and sold (a) Forty Million Dollars ($40,000,000) in
aggregate principal amount of its 6.79% Senior Notes, Series A, due May 15,
2006, (b) Twenty Million Dollars ($20,000,000) in aggregate principal amount of
its 7.11% Senior Notes, Series B, due May 15, 2008, (c) Thirty Million Dollars
($30,000,000) in aggregate principal amount of its 7.11% Senior Notes, Series
C, due May 15, 2011 and (d) Ten Million Dollars ($10,000,000) in aggregate
principal amount of its 7.51% Senior Notes, Series D, due May 15, 2011, as the
same may from time to time be amended, restated or otherwise modified.



     “Notice of Loan” shall mean a Notice of Loan in the form of the attached
Exhibit C.



     “Obligor” shall mean (a) a Person whose credit or any of whose property is
pledged to the payment of the Debt and includes, without limitation, any
Guarantor, and (b) any signatory to a Related Writing.



     “Organizational Documents” shall mean, with respect to any Person (other
than an individual), such Person’s Articles (Certificate) of Incorporation, or
equivalent formation documents, and Regulations (Bylaws), or equivalent
governing documents, and any amendments to any of the foregoing.



     “PBGC” shall mean the Pension Benefit Guaranty Corporation, or its
successor.



     “Pension Plan” shall mean an ERISA Plan that is a “pension plan” (within
the meaning of ERISA Section 3(2)).



     “Permitted Foreign Subsidiary Loans and Investments” shall mean (a) loans
and investments by a Domestic Company (other than the Receivables Subsidiary)
to or in a Foreign Subsidiary in the ordinary course of business, so long as
the aggregate amount of all such loans and investments (less the aggregate
amount of all loans and investments by a Foreign Subsidiary to or in a Domestic
Subsidiary (other than the Receivables Subsidiary)) does not, at any time,
exceed the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an
amount equal to six (6%) of Consolidated Total Assets; (b) loans to a Foreign
Subsidiary by any Person (other than a Company), and any guaranty of such loans
by a Domestic Subsidiary (other than the Receivables Subsidiary), so long as
the aggregate principal amount of all such loans does not exceed the greater of
(i) Thirty Million Dollars ($30,000,000) and (ii) three and one-half percent
(3.5%) of Consolidated Total Assets at any time; and (c) in addition to the
loans and investments made pursuant to subpart (a) or (b) above, loans and
investments by a Domestic Company (other than the Receivables Subsidiary) to or
in a Foreign Subsidiary in connection with an Acquisition permitted pursuant to
Section 5.13.



     “Permitted Investment” shall mean an investment of a Company in the stock
(or other debt or equity instruments) of a Person (other than a Company), so
long as the aggregate amount



14









 




of all such investments of all Companies made on or after the Closing Date
does not exceed, at any time, an amount equal to five and one one-half percent
(5.5%) of Consolidated Total Assets; provided, however, the foregoing
limitation on the amount of Permitted Investments shall not be applicable to
any investment that constitutes an Acquisition being made in accordance with
Section 5.13 hereof.




     “Permitted Receivables Facility” shall mean an accounts receivable
facility whereby the Companies sell or transfer the accounts receivables of the
Companies to the Receivables Subsidiary which in turn transfers to a buyer,
purchaser or lender undivided fractional interests in such accounts receivable,
so long as (a) no portion of the Indebtedness or any other obligation
(contingent or otherwise) under such Permitted Receivables Facility is
guaranteed by any Company, (b) there is no recourse or obligation to any
Company (other than the Receivables Subsidiary) whatsoever other than pursuant
to customary representations, warranties, covenants and indemnities entered
into in the ordinary course of business in connection with such Permitted
Receivables Subsidiary, and (c) no Company (other than the Receivables
Subsidiary) provides, either directly or indirectly, any other credit support
of any kind in connection with such Permitted Receivables Facility other than
as set forth in subpart (b) of this definition.



     “Person” shall mean any individual, sole proprietorship, partnership,
joint venture, unincorporated organization, corporation, limited liability
company, institution, trust, estate, government or other agency or political
subdivision thereof or any other entity.



     “Prime Rate” shall mean the interest rate established from time to time by
Agent as Agent’s prime rate, whether or not such rate is publicly announced;
the Prime Rate may not be the lowest interest rate charged by Agent for
commercial or other extensions of credit. Each change in the Prime Rate shall
be effective immediately from and after such change.



     “Receivables Related Assets” shall mean accounts receivable, instruments,
chattel paper, obligations, general intangibles and other similar assets, in
each case relating to receivables subject to the Permitted Receivables
Facility, including interests in merchandise or goods, the sale or lease of
which gave rise to such receivables, related contractual rights, guaranties,
insurance proceeds, collections and proceeds of all of the foregoing.



     “Receivables Subsidiary” shall mean a Wholly-Owned Subsidiary of Borrower
that is established as a “bankruptcy remote” Subsidiary for the sole purpose of
acquiring accounts receivable under the Permitted Receivables Facility and that
shall not engage in any activities other than in connection with the Permitted
Receivables Facility.



     “Related Writing” shall mean each Loan Document and any other assignment,
mortgage, security agreement, guaranty agreement, subordination agreement,
financial statement, audit report or other writing furnished by Borrower, any
Subsidiary or any Obligor, or any of their respective officers, to the Banks
pursuant to or otherwise in connection with this Agreement.



     “Reportable Event” shall mean a reportable event as that term is defined
in Title IV of ERISA, except actions of general applicability by the Secretary
of Labor under Section 110 of such Act.



15









 





     “Required Banks” shall mean the holders of greater than fifty percent
(50%) of the Total Commitment Amount, or, if there is any borrowing hereunder,
the holders of greater than fifty percent (50%) of the aggregate principal
amount outstanding under the Notes (other than the Swing Line Note).



     “Reserve Percentage” shall mean for any day that percentage (expressed as
a decimal) that 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 (including, without limitation, all basic,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
for a member bank of the Federal Reserve System in Cleveland, Ohio, in respect
of Eurocurrency Liabilities. The Adjusted LIBOR Rate shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Percentage.



     “Restricted Payment” shall mean, with respect to any Company, (a) any
Capital Distribution, or (b) any amount paid by such Company in repayment,
redemption, retirement, repurchase, direct or indirect, of any Subordinated
Indebtedness.



     “Revolving Commitment” shall mean the obligation hereunder, during the
Commitment Period, of (a) each Bank to participate in the making of Revolving
Loans up to the aggregate amount set forth opposite such Bank’s name under the
column headed “Revolving Commitment Amount” as set forth on Schedule 1 hereto
(or such lesser amount as shall be determined pursuant to Section 2.06 hereof),
and (b) Agent to make Swing Loans pursuant to the Swing Line Commitment.



     “Revolving Exposure” shall mean, at any time, the sum of (a) the aggregate
principal Dollar or Dollar Equivalent amount of all Revolving Loans
outstanding, and (b) the Swing Line Exposure.



     “Revolving Loan” shall mean a loan granted to Borrower by the Banks in
accordance with Section 2.01A hereof.



     “Revolving Note” shall mean any Revolving Note executed and delivered
pursuant to Section 2.01A hereof.



     “SEC” shall mean the United States Securities and Exchange Commission, or
any governmental body or agency succeeding to any of its principal functions.



     “Share Repurchase” shall mean the purchase, repurchase, redemption or
other acquisition by Borrower from any Person of any capital stock or other
equity interest of Borrower.



     “Standard & Poor’s” shall mean Standard & Poor’s Ratings Group, a division
of McGraw-Hill, Inc., or any successor to such company.



     “Subordinated”, as applied to Indebtedness, shall mean that the
Indebtedness has been subordinated (by written terms or written agreement
being, in either case, in form and substance satisfactory to Agent and the
Required Banks) in favor of the prior payment in full of the Debt.




16









 





     “Subsidiary” of Borrower or any of its Subsidiaries shall mean (a) a
corporation more than fifty percent (50%) of the Voting Power of which is
owned, directly or indirectly, by Borrower or by one or more other subsidiaries
of Borrower or by Borrower and one or more subsidiaries of Borrower, (b) a
partnership or limited liability company of which Borrower, one or more other
subsidiaries of Borrower or Borrower and one or more subsidiaries of Borrower,
directly or indirectly, is a general partner or managing member, as the case
may be, or otherwise has the power to direct the policies, management and
affairs thereof, or (c) any other Person (other than a corporation) in which
Borrower, one or more other subsidiaries of Borrower or Borrower and one or
more subsidiaries of Borrower, directly or indirectly, has at least a majority
interest in the Voting Power or the power to direct the policies, management
and affairs thereof.



     “Swing Line” shall mean the credit facility established by Agent for
Borrower in accordance with Section 2.01B hereof.



     “Swing Line Commitment” shall mean the commitment of Agent to make Swing
Loans to Borrower up to the maximum aggregate principal amount at any time
outstanding of Fifteen Million Dollars ($15,000,000) in accordance with the
terms and conditions of the Swing Line.



     “Swing Line Exposure” shall mean, at any time, the aggregate principal
amount of all Swing Loans outstanding.



     “Swing Line Note” shall mean the Swing Line Note executed and delivered
pursuant to Section 2.01B hereof.



     “Swing Loan” shall mean a loan granted to Borrower by Agent under the
Swing Line.



     “Swing Loan Maturity Date” shall mean, with respect to any Swing Loan, the
earlier of (a) thirty (30) days after the date such Swing Loan is made, or (b)
the last day of the Commitment Period.



     “Total Commitment Amount” shall mean the principal amount of Two Hundred
Million Dollars ($200,000,000) (or its Dollar Equivalent in Alternate
Currency), or such lesser or greater amount as shall be determined pursuant to
Section 2.06 hereof; provided, however, that, for the purposes of determining
the Total Commitment Amount, Agent may, in its discretion, calculate the Dollar
Equivalent of any Loan on any Business Day selected by Agent.



     “Total Indebtedness” shall mean, at any time, on a Consolidated basis, all
Indebtedness of Borrower, including, but not limited to, current, long-term and
Subordinated Indebtedness, if any, and all Indebtedness under the Permitted
Receivables Facility.



     “USA Patriot Act” shall mean the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT Act) Act of 2001.



     “Voting Power” shall mean, with respect to any Person, the exclusive
ability to control, through the ownership of shares of capital stock,
partnership interests, membership interests or otherwise, the election of
members of the board of directors or other similar governing body of such
Person, and the holding of a designated percentage of Voting Power of a Person
means the



17









 




ownership of shares of capital stock, partnership interests,
membership interests or other interests of such Person sufficient to control
exclusively the election of that percentage of the members of the board of
directors or similar governing body of such Person.




     “Welfare Plan” shall mean an ERISA Plan that is a “welfare plan” within
the meaning of ERISA Section 3 (l).



     “Wholly-Owned Subsidiary” shall mean, with respect to any Person, any
corporation, limited liability company or other entity, all of the securities
or other ownership interest of which 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 such Person.



     Section 1.02 Accounting Terms. Any accounting term not specifically
defined in this Article I shall have the meaning ascribed thereto by GAAP.



     Section 1.03 Terms Generally. The foregoing definitions shall be
applicable to the singular and plurals of the foregoing defined terms.



ARTICLE II.




AMOUNT AND TERMS OF CREDIT




     Section 2.01 Amount and Nature of Credit. Subject to the terms and
conditions of this Agreement, each Bank shall participate, to the extent
hereinafter provided, in making Loans to Borrower in such aggregate amount as
Borrower shall request pursuant to the Commitment; provided, however, that in
no event shall the aggregate principal amount of all Loans outstanding under
this Agreement be in excess of the Total Commitment Amount.



     Each Bank, for itself and not one for any other, agrees to participate in
Loans made hereunder during the Commitment Period on such basis that
immediately after the completion of any borrowing by Borrower, (a) the
aggregate principal amount of Loans (other than Swing Loans) then outstanding
made by such Bank shall not be in excess of such Bank’s Revolving Commitment,
and (b) the aggregate principal amount of Loans (other than Swing Loans)
outstanding made by such Bank shall represent that percentage of the aggregate
principal amount then outstanding of all Loans that is such Bank’s Commitment
Percentage.



     Each borrowing (other than Swing Loans) from the Banks hereunder shall be
made pro rata according to the respective Commitment Percentages of the Banks.
The Loans may be made as Revolving Loans and Swing Loans as follows:



     A. Revolving Loans.



     Subject to the terms and conditions of this Agreement, during the
Commitment Period, each Bank shall make a Revolving Loan or Revolving Loans to
Borrower in such amount or amounts as Borrower may from time to time request,
but not exceeding in aggregate principal amount at any time outstanding
hereunder the Total Commitment Amount, when such Revolving Loans are combined
with the Swing Line Exposure. Borrower shall have the option, subject to the
terms and conditions set forth herein, to borrow Revolving Loans, maturing on
the last day of



18









 




the Commitment Period, by means of any combination of (a) Base
Rate Loans, (b) Eurodollar Loans, or (c) Alternate Currency Loans. With
respect to each Alternate Currency Loan, subject to the other provisions of
this Agreement, Borrower shall have the right to receive all of the proceeds of
such Alternate Currency Loan in an Alternate Currency. Each Alternate Currency
Loan shall be made in a single Alternate Currency.




     Borrower shall pay interest on the unpaid principal amount of Base Rate
Loans outstanding from time to time from the date thereof until paid at the
Base Rate from time to time in effect. Interest on such Base Rate Loans shall
be payable on the last day of each September, December, March and June of each
year and at the maturity thereof.



     Borrower shall pay interest on the unpaid principal amount of each Fixed
Rate Loan outstanding from time to time, fixed in advance on the first day of
the Interest Period applicable thereto through the last day of the Interest
Period applicable thereto (but subject to changes in the Applicable Margin), at
the Derived Fixed Rate. Interest on such Fixed Rate Loans shall be payable on
each Interest Adjustment Date (provided that if an Interest Period exceeds
three (3) months, the interest must be paid every three (3) months, commencing
three (3) months from the beginning of such Interest Period).



     At the request of Borrower to Agent, subject to the notice and other
provisions of Section 2.02 hereof, the Banks shall convert Base Rate Loans to
Eurodollar Loans at any time and shall convert Eurodollar Loans to Base Rate
Loans on any Interest Adjustment Date. No Alternate Currency Loan may be
converted to a Base Rate Loan or a Eurodollar Loan.



     The obligation of Borrower to repay Revolving Loans made by each Bank
pursuant to this Section 2.01A and to pay interest thereon shall be evidenced
by a Revolving Note of Borrower in the form of Exhibit A hereto, payable to the
order of such Bank in the principal amount of its Revolving Commitment, or, if
less, the aggregate unpaid principal amount of Revolving Loans made hereunder
by such Bank. Subject to the provisions of this Agreement, Borrower shall be
entitled under this Section 2.01A to borrow funds, repay the same in whole or
in part and re-borrow hereunder at any time and from time to time during the
Commitment Period.



     B. Swing Loans.



     Subject to the terms and conditions of this Agreement, during the
Commitment Period Agent shall make a Swing Loan or Swing Loans to Borrower in
such amount or amounts as Borrower may from time to time request; provided that
Borrower shall not request any Swing Loan hereunder if, after giving effect
thereto, (a) the Revolving Exposure would exceed the
Total Commitment Amount, or (b) the Swing Line Exposure would exceed the
Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing
Loan Maturity Date applicable thereto. Borrower shall not request that more
than two (2) Swing Loans be outstanding at any time. Each Swing Loan shall be
made in Dollars.



     Borrower shall pay interest, for the sole benefit of Agent (and any Bank
that has purchased a participation in such Swing Loan), on the unpaid principal
amount of each Swing Loan outstanding from time to time from the date thereof
until paid at the Derived Swing Loan



19









 




Rate applicable to such Swing Loan.
Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date
applicable thereto. Each Swing Loan shall bear interest for a minimum of one
(1) day.




     The obligation of Borrower to repay the Swing Loans and to pay interest
thereon shall be evidenced by a Swing Line Note of Borrower substantially in
the form of Exhibit B hereto, dated the Closing Date, and payable to the order
of Agent in the principal amount of the Swing Line Commitment, or, if less, the
aggregate unpaid principal amount of Swing Loans made hereunder by Agent.
Subject to the provisions of this Agreement, Borrower shall be entitled under
this Section 2.01B to borrow funds, repay the same in whole or in part and
re-borrow hereunder at any time and from time to time during the Commitment
Period.



     If Agent so elects, by giving notice to Borrower and the Banks, Borrower
agrees that Agent shall have the right, in its sole discretion, to require that
any Swing Loan be refinanced as a Revolving Loan. Such Revolving Loan shall be
a Base Rate Loan unless and until converted by Borrower to a Eurodollar Loan
pursuant to Section 2.01A and Section 2.02 hereof. Upon receipt of such notice
by Borrower, Borrower shall be deemed, on such day, to have requested a
Revolving Loan in the principal amount of the Swing Loan in accordance with
Section 2.01A and Section 2.02 hereof. Each Bank agrees to make a Revolving
Loan on the date of such notice, subject to no conditions precedent whatsoever.
Each Bank acknowledges and agrees that such Bank’s obligation to make a
Revolving Loan pursuant to Section 2.01A when required by this Section 2.01B is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, the occurrence and continuance of a
Default or Event of Default, and that its payment to Agent, for the account of
Agent, of the proceeds of such Revolving Loan shall be made without any offset,
abatement, recoupment, counterclaim, withholding or reduction whatsoever and
whether or not such Bank’s Revolving Commitment shall have been reduced or
terminated. Borrower irrevocably authorizes and instructs Agent to apply the
proceeds of any borrowing pursuant to this paragraph to repay in full such
Swing Loan.



     If, for any reason, Agent is unable to or, in the opinion of Agent, it is
impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the
preceding paragraph, then on any day that a Swing Loan is outstanding (whether
before or after the maturity thereof), Agent shall have the right to request
that each Bank purchase a participation in such Swing Loan, and Agent shall
promptly notify each Bank thereof (by facsimile or telephone, confirmed in
writing). Upon such notice, but without further action, Agent hereby agrees to
grant to each Bank, and each Bank hereby agrees to acquire from Agent, an
undivided participation interest in such Swing Loan in an amount equal to such
Bank’s Commitment Percentage of the aggregate principal amount of such Swing
Loan. In consideration and in furtherance of the foregoing, each
Bank hereby absolutely and unconditionally agrees, upon receipt of notice
as provided above, to pay to Agent, for its sole account, such Bank’s ratable
share of such Swing Loan (determined in accordance with such Bank’s Commitment
Percentage). Each Bank acknowledges and agrees that its obligation to acquire
participations in Swing Loans pursuant to this Section 2.01B is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including, without limitation, the occurrence and continuance of a Default or
an Event of Default, and that each such payment shall be made without any
offset, abatement, recoupment, counterclaim, withholding or reduction
whatsoever and whether or not such Bank’s Revolving Commitment shall have been
reduced or terminated. Each Bank shall comply with its obligation under this



20









 




Section 2.01B by wire transfer of immediately available funds, in the same
manner as provided in Section 2.02 hereof with respect to Revolving Loans to be
made by such Bank.




     Section 2.02 Conditions To Loans. The obligation of the Banks to make,
continue or convert any Loan, and of Agent to make any Swing Loan, is
conditioned, in the case of each borrowing, conversion or continuation
hereunder, upon:



     (a) all conditions precedent as listed in Article IV hereof shall have
been satisfied;



     (b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan,
such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed
date of borrowing or conversion, and, with respect to Eurodollar Loans, by
11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed
date of borrowing, conversion or continuation. Agent shall notify each Bank of
the date, amount and initial Interest Period (if applicable) promptly upon the
receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time)
on the date such notice is received. On the date such Loan is to be made, each
Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with
the amount in federal or other immediately available funds, required of it. If
Agent elects to advance the proceeds of such Loan prior to receiving funds from
such Bank, Agent shall have the right, upon prior notice to Borrower, to debit
any account of Borrower or otherwise receive from Borrower, on demand, such
amount, in the event that such Bank fails to reimburse Agent in accordance with
this subsection. Agent shall also have the right to receive interest from such
Bank at the Federal Funds Effective Rate in the event that such Bank shall fail
to provide its portion of the Loan on the date requested and Agent elects to
provide such funds;



     (c) with respect to Alternate Currency Loans, receipt by Agent of a Notice
of Loan by 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to
the proposed date of borrowing. Agent shall notify each Bank of the date,
amount, type of currency and initial Interest Period promptly upon the receipt
of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the
date such notice is received. On the date such Loan is to be made, each Bank
shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the
amount of the applicable Alternate Currency required of it in immediately
available funds;



     (d) with respect to Swing Loans, receipt by Agent of a Notice of Loan,
such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed
date of borrowing;



     (e) Borrower’s request for (i) a Base Rate Loan shall be in an amount of
not less than One Million Dollars ($1,000,000), increased by increments of Five
Hundred Thousand Dollars ($500,000); (ii) a Fixed Rate Loan shall be in an
amount (or, with respect to an Alternate Currency Loan, the Dollar Equivalent)
of not less than Five Million Dollars ($5,000,000), increased by increments of
One Million Dollars ($1,000,000) (or, with respect to an Alternate Currency
Loan, such approximately comparable amount as shall result in a rounded number
of the applicable Alternate Currency); and (iii) a Swing Loan shall be in an
amount not less than Five Hundred Thousand Dollars ($500,000);



     (f) the fact that no Default or Event of Default shall then exist or
immediately after the making, conversion or continuation of the Loan would
exist; and



21









 





     (g) the fact that each of the representations and warranties contained in
Article VI hereof shall be true and correct with the same force and effect as
if made on and as of the date of the making, conversion, or continuation of
such Loan, except to the extent that any thereof expressly relate to an earlier
date.



     At no time shall Borrower request that Fixed Rate Loans be outstanding for
more than ten (10) different Interest Periods at any time, and, if Base Rate
Loans are outstanding, then Fixed Rate Loans shall be limited to nine (9)
different Interest Periods at any time.



     Each request by Borrower for the making, conversion or continuation of a
Loan hereunder shall be deemed to be a representation and warranty by Borrower
as of the date of such request as to the facts specified in (f) and (g) above.



     Each request for a Fixed Rate Loan shall be irrevocable and binding on
Borrower and Borrower shall indemnify Agent and the Banks against any loss or
expense incurred by Agent or the Banks as a result of any failure by Borrower
to consummate such transaction including, without limitation, any loss
(including loss of anticipated profits) or expense incurred by reason of
liquidation or re-employment of deposits or other funds acquired by the Banks
to fund such Fixed Rate Loan. A certificate as to the amount of such loss or
expense submitted by the Banks to Borrower shall be conclusive and binding for
all purposes, absent manifest error.



     Section 2.03 Payments, Etc.



     (a) Payments Generally. Each payment made hereunder by Borrower shall be
made without any offset, abatement, recoupment, counterclaim, withholding or
reduction whatsoever.



     (b) Payments in Alternate Currency. With respect to any Alternate
Currency Loan, all payments (including prepayments) to any Bank of the
principal of or interest on such Alternate Currency Loan shall be made in the
same Alternate Currency as the original Loan. All such payments shall be
remitted by Borrower to Agent at Agent’s main office (or at such other office
or account as designated in writing by Agent to Borrower) for the account of
the Banks not later than 11:00 A.M. (Cleveland, Ohio time) on the due date
thereof in same day funds. Any payments received by Agent after 11:00 A.M.
(Cleveland, Ohio time) shall be deemed to have been made and received on the
next following Business Day.



     (c) Payments in Dollars. With respect to (i) any Loan (other than an
Alternate Currency Loan), or (ii) any other payment to Agent and the Banks that
is not covered by subsection (a) hereof, all such payments (including
prepayments) to Agent and the Banks of the principal of or interest on such
Loan or other payment, including but not limited to principal, interest, fees
or any other amount owed by Borrower under this Agreement, shall be made in
Dollars. All payments described in this subsection (b) shall be remitted to
Agent at its main office for the account of the Banks not later than 11:00 A.M.
(Cleveland, Ohio time) on the due date thereof in immediately available funds.
Any such payments received by Agent after 11:00 A.M. (Cleveland, Ohio time)
shall be deemed to have been made and received on the next following Business
Day.



     (d) Payments Net of Taxes. All payments under this Agreement or any other
Loan Document by Borrower or any other Obligor shall be made absolutely net of,
without deduction



22









 




or offset for, and altogether free and clear of, any and all
present and future taxes, levies, deductions, charges and withholdings and all
liabilities with respect thereto, under the laws of the United States of
America or any foreign jurisdiction (or any state or political subdivision
thereof), excluding income and franchise taxes imposed on any Bank (and
withholding relating thereto) other than such income or franchise taxes arising
solely from such Bank having executed, delivered or performed its obligations
or received a payment under, or enforced the Loan Documents, under the laws of
the United States of America or any foreign jurisdiction (or any state or
political subdivision thereof). If Borrower or other Obligor is compelled by
law to deduct any such taxes or levies (other than such excluded taxes) or to
make any such other deductions, charges or withholdings, then Borrower or such
Obligor, as the case may be, shall pay such additional amounts as may be
necessary in order that the net payments after such deduction, and after giving
effect to any United States or foreign jurisdiction (or any state or political
subdivision thereof) income taxes required to be paid by the Banks in respect
of such additional amounts, shall equal the amount of interest provided in
Section 2.01 hereof for each Loan plus any principal then due.




     (e) Payments to Banks. Upon Agent’s receipt of payments hereunder, Agent
shall immediately distribute to each Bank its ratable share, if any, of the
amount of principal, interest, and facility and other fees received by it for
the account of such Bank. Payments received by Agent in Dollars shall be
delivered to the Banks in Dollars in immediately available funds. Payments
received by Agent in any Alternate Currency shall be delivered to the Banks in
such Alternate Currency in same day funds. Each Bank shall record any
principal, interest or other payment, the principal amounts of Base Rate Loans
and Fixed Rate Loans, the type of currency for each Loan, all prepayments and
the applicable dates, including Interest Periods, with respect to the Loans
made, and payments received by such Bank, by such method as such Bank may
generally employ; provided, however, that failure to make any such entry shall
in no way detract from the obligations of Borrower under the Notes. The
aggregate unpaid amount of Loans, types of Loans, Interest Periods and similar
information with respect to such Loans set forth on the records of Agent shall
be rebuttably presumptive evidence with respect to such information, including
the amounts of principal and interest owing and unpaid with respect to each
Loan.



     (f) Timing of Payments. Whenever any payment to be made hereunder,
including, without limitation, any payment to be made on any Note, shall be
stated to be due on a day that
is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall in each case be included in the
computation of the interest payable on such Note; provided, however, that, with
respect to any Fixed Rate Loan, if the next succeeding Business Day falls in
the succeeding calendar month, such payment shall be made on the preceding
Business Day and the relevant Interest Period shall be adjusted accordingly.



     Section 2.04 Prepayment.



     (a) Right to Prepay.




     (i) Borrower shall have the right, at any time or from time to time,
to prepay, on a pro rata basis for all of the Banks, all or any part of
the principal amount of the Revolving Loans then outstanding, as
designated by Borrower, plus interest accrued on the amount so prepaid to
the date of such prepayment; and



23









 






     (ii) Borrower shall have the right, at any time or from time to
time, to prepay, for the benefit of Agent (and any Bank that has
purchased a participation in such Swing Loan), all or any part of the
principal amount of the Swing Loans then outstanding, as designated by
Borrower, plus interest accrued on the amount so prepaid to the date of
such prepayment.



     (b) Prepayment Fees.




     (i) Prepayments of Base Rate Loans shall be without any premium or
penalty;




     (ii) In any case of prepayment of a Fixed Rate Loan, Borrower agrees
that if the reinvestment rate with respect to Eurodollars or the
Alternate Currency, as the case may be, of such Fixed Rate Loan, as
quoted by the money desk of Agent (the “Reinvestment Rate”), shall be
lower than the Adjusted LIBOR Rate applicable to the Fixed Rate Loan that
is intended to be prepaid (hereinafter, “Last LIBOR”), then Borrower
shall, upon written notice from Agent, promptly pay to Agent, for the
account of each Bank, in immediately available funds, a prepayment fee
equal to the product of (A) a rate (the “Prepayment Rate”) which shall be
equal to the difference between the Last LIBOR and the Reinvestment Rate,
times (B) the prepayment principal amount of the Fixed Rate Loan that is
to be prepaid, times (C) (1) the number of days remaining in the Interest
Period of the Fixed Rate Loan that is to be prepaid divided by (2) three
hundred sixty (360). In addition, Borrower shall immediately pay
directly to Agent, for the account of the Banks, the amount of any
additional costs or expenses (including, without limitation, cost of
telex, wires, or cables) incurred by Agent or the Banks in connection
with the prepayment, upon Borrower’s receipt of a written statement from
Agent; and




     (iii) In the case of prepayment of a Swing Loan, Borrower agrees to
pay to Agent, on demand, for any resulting loss, cost or expense of Agent
as a result thereof, including, without limitation, any loss incurred in
obtaining, liquidating or employing deposits.



     (c) Notice of Prepayment. Borrower shall give Agent written notice of
prepayment of any Base Rate Loan by not later than 11:00 A.M. (Cleveland, Ohio
time) on the Business Day such prepayment is to be made and written notice of
the prepayment of any Fixed Rate Loan not later than 1:00 P.M. (Cleveland, Ohio
time) three (3) Business Days prior to the Business Day on which such
prepayment is to be made.



     (d) Minimum Amount. Each prepayment of a Fixed Rate Loan by Borrower
shall be in the aggregate principal amount of not less than Five Million
Dollars ($5,000,000) (or, with respect to an Alternate Currency Loan, the
Dollar Equivalent of such amount), except in the case of a mandatory prepayment
in connection with Section 2.08(a) hereof or Article III hereof .



     Section 2.05 Facility and Other Fees.



     (a) Borrower shall pay to Agent, for the ratable account of the Banks, as
a consideration for each Bank’s Revolving Commitment hereunder, a facility fee
from the Closing Date to and including the last day of the Commitment Period,
payable quarterly, at a rate per



24









 




annum equal to (i) the Applicable Facility Fee
Rate in effect on the date that such facility fee is due, times (ii) the Total
Commitment Amount in effect on such day. The facility fee shall be payable
quarterly in arrears, on the last day of each September, December, March and
June of each year, and on the last day of the Commitment Period.




     (b) Borrower shall pay to Agent, for its sole benefit, the fees set forth
in the Agent Fee Letter.



     Section 2.06 Reduction and Increases of Commitment



     (a) Voluntary Reductions. Borrower may at any time or from time to time
permanently reduce in whole or ratably in part the Commitment to an amount not
less than the then existing Revolving Exposure by giving Agent not fewer than
three (3) Business Days’ notice of such reduction, provided that any such
partial reduction shall be in an aggregate amount, for all of the Banks, of not
less than Ten Million Dollars ($10,000,000), increased by increments of One
Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date
of each such reduction and such Bank’s proportionate share thereof. After each
such reduction, the facility fees payable hereunder shall be calculated upon
the Revolving Commitments as so reduced. If Borrower reduces in whole the
Revolving Commitments, on the effective date of such reduction (Borrower having
prepaid in full the unpaid principal balance, if any, of the Revolving Loans
and the Swing Loans, together with all interest and facility and other fees
accrued and unpaid), all of the Revolving Notes shall be delivered to Agent
marked “Canceled” and Agent shall redeliver such Revolving Notes to Borrower.
Any partial reduction in the Revolving Commitments shall be effective during
the remainder of the Commitment Period.



     (b) Increase in Commitment.




     (i) At any time upon written notice to Agent, Borrower may request
that the Total Commitment Amount be increased by an amount not to exceed
$200,000,000 in the aggregate for all such increases from the Closing
Date until the last day of the
Commitment Period, provided that (A) no Default or Event of Default
has occurred and is continuing at the time of such request and on the
date of any such increase and (B) Borrower shall have delivered to Agent,
together with such written notice, a copy of Borrower’s duly adopted
corporate resolutions, in form and substance satisfactory to Agent, that
authorize the requested increase in the Total Commitment Amount, which
resolutions shall be certified by the Secretary of Borrower as being
true, correct, complete and in full force and effect. Upon receipt of
any such request, Agent shall deliver a copy of such request to each
Bank. Borrower shall set forth in such request the amount of the
requested increase in the Total Commitment Amount (which in each case
shall be in a minimum amount of Twenty-Five Million Dollars
($25,000,000)) and the date on which such increase is requested to become
effective (which shall be not less than 10 Business Days nor more than
sixty (60) days after the date of such request and that, in any event,
must be at least ninety (90) days prior to the last day of the Commitment
Period), and shall offer each Bank the opportunity to increase its
Revolving Commitment. Each Bank shall, by notice to Borrower and Agent
given not more than ten (10) days after the date of Agent’s notice,
either agree to increase its Revolving Commitment by all



25









 






or a portion of
the offered amount (each such Bank so agreeing being an “Increasing
Bank”) or decline to increase its Revolving Commitment (and any such Bank
that does not deliver such a notice within such period of 10 days shall
be deemed to have declined to increase its Revolving Commitment and each
Bank so declining or being deemed to have declined being a
“Non-Increasing Bank”). If, on the 10th day after Agent shall have
delivered notice as set forth above, the Increasing Banks shall have
agreed pursuant to the preceding sentence to increase their Revolving
Commitments by an aggregate amount less than the increase in the Total
Commitment Amount requested by Borrower, Borrower may arrange for one or
more banks or other entities that are reasonably acceptable to Agent
(each such Person so agreeing being an “Augmenting Bank”) so long as such
Augmenting Bank shall have a Revolving Commitment of not less than Ten
Million Dollars ($10,000,000), and Borrower and each Augmenting Bank
shall execute all such documentation as Agent shall reasonably specify to
evidence its Revolving Commitment and/or its status as a Bank with a
Revolving Commitment hereunder. Any increase in the Total Commitment
Amount may be made in an amount that is less than the increase requested
by Borrower if Borrower is unable to arrange for, or chooses not to
arrange for, Augmenting Banks, in the full amount. If Increasing Banks
and/or Augmenting Banks offer Revolving Commitment increases or new
Revolving Commitments, as the case may be, in excess of the aggregate
increase amount requested by Borrower, then Agent shall, in consultation
with Borrower, determine each such Increasing Bank’s or Augmenting Bank’s
percentage of the increased amount.




     (ii) Each of the parties hereto agrees that Agent may, in
consultation with Borrower, take any and all actions as may be reasonably
necessary to ensure that after giving effect to any increase in the Total
Commitment Amount pursuant to this Section, the outstanding Revolving
Loans (if any) are held by the Banks with Revolving Commitments in
accordance with their new Commitment Percentages. This may be
accomplished at the discretion of Agent: (w) by requiring the outstanding
Loans to be prepaid with the proceeds of new Loans; (x) by causing the
Non-Increasing Banks to assign portions of their outstanding Loans to
Increasing Banks and Augmenting Banks; (y) by permitting the Loans
outstanding at the time of any increase in the Total Commitment
Amount pursuant to this Section 2.06(b) to remain outstanding until
the last days of the respective Interest Periods therefor, even though
the Banks would hold such Loans other than in accordance with their new
Commitment Percentages; or (z) by any combination of the foregoing.



     Section 2.07 Computation of Interest and Fees; Default Rate. With the
exception of Base Rate Loans, interest on Loans and facility and other fees and
charges hereunder shall be computed on the basis of a year having three hundred
sixty (360) days and calculated for the actual number of days elapsed. With
respect to Base Rate Loans, interest shall be computed on the basis of a year
having three hundred sixty-five (365) days or three hundred sixty-six (366)
days, as the case may be, and calculated for the actual number of days elapsed.
Anything herein to the contrary notwithstanding, if an Event of Default shall
occur and be continuing hereunder, at the option of Agent or the Required
Banks, the principal of each Loan, the unpaid interest thereon and any other
amounts owing hereunder shall bear interest, until paid, at the Default Rate.
In no event shall the rate of interest hereunder exceed the maximum rate
allowable by law.



26









 





     Section 2.08 Mandatory Payment.



     (a) If, at any time, the Revolving Exposure shall exceed the Total
Commitment Amount, Borrower shall, as promptly as practicable, but in no event
later than the next Business Day, prepay an aggregate principal amount of Loans
sufficient to bring the aggregate outstanding principal amount of all such
Loans within the Total Commitment Amount.



     (b) Any prepayment of a Fixed Rate Loan pursuant to this Section 2.08
shall be subject to the prepayment fees set forth in Section 2.04 hereof and,
if applicable, Article III hereof.



ARTICLE III.




INCREASED CAPITAL; TAXES, ETC.




     Section 3.01 Reserves or Deposit Requirements, Etc. If, at any time, any
law, treaty or regulation (including, without limitation, Regulation D of the
Board of Governors of the Federal Reserve System) or the interpretation thereof
by any governmental authority charged with the administration thereof or any
central bank or other fiscal, monetary or other authority shall impose (whether
or not having the force of law), modify or deem applicable any reserve and/or
special deposit requirement (other than reserves included in the Reserve
Percentage, the effect of which is reflected in the interest rate(s) of the
Fixed Rate Loan(s) in question) against assets held by, or deposits in or for
the amount of any Fixed Rate Loan by, any Bank, and the result of the foregoing
is to increase the net cost (whether by incurring a cost or adding to a cost)
to such Bank of making or maintaining hereunder such Fixed Rate Loan or to
reduce the amount of principal or interest received by such Bank with respect
to such Fixed Rate Loan, then, upon demand by such Bank, Borrower shall pay to
such Bank from time to time on Interest Adjustment Dates with respect to such
Fixed Rate Loan, as additional consideration hereunder, additional amounts
sufficient to fully compensate and indemnify such Bank for such increased cost
or reduced amount, assuming (which assumption such Bank need not
corroborate) such additional cost or reduced amount was allocable to such
Fixed Rate Loan. A certificate as to the increased cost or reduced amount as a
result of any event mentioned in this Section 3.01, setting forth the
calculations therefor, shall be promptly submitted by such Bank to Borrower and
shall, in the absence of manifest error, be conclusive and binding as to the
amount thereof. Notwithstanding any other provision of this Agreement, after
any such demand for compensation by any Bank, Borrower, upon at least three (3)
Business Days’ prior written notice to such Bank through Agent, may prepay any
affected Fixed Rate Loan in full or, with respect to Eurodollar Loans, convert
such Eurodollar Loan to a Base Rate Loan regardless of the Interest Period
thereof. Any such prepayment or conversion shall be subject to the prepayment
fees set forth in Section 2.04 hereof. Each Bank shall notify Borrower as
promptly as practicable (but in no event more than one hundred eighty (180)
days after such event), with a copy thereof delivered to Agent, of the
existence of any event that will likely require the payment by Borrower of any
such additional amount under this Section.



27









 





     Section 3.02 Tax Law, Etc.



     (a) In the event that by reason of any law, regulation or requirement or
in the interpretation thereof by an official authority, or the imposition of
any requirement of any central bank whether or not having the force of law, any
Bank shall, with respect to this Agreement or any transaction under this
Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction
or withholding of any kind whatsoever (other than any tax imposed upon the
total net income of such Bank) and if any such measures or any other similar
measure shall result in an increase in the cost to such Bank of making or
maintaining any Fixed Rate Loan or in a reduction in the amount of principal,
interest or facility or commitment fee receivable by such Bank in respect
thereof, then such Bank shall promptly notify Borrower stating the reasons
therefor. Borrower shall thereafter pay to such Bank, upon demand from time to
time on Interest Adjustment Dates with respect to such Fixed Rate Loan, as
additional consideration hereunder, such additional amounts as shall fully
compensate such Bank for such increased cost or reduced amount. A certificate
as to any such increased cost or reduced amount, setting forth the calculations
therefor, shall be submitted by such Bank to Borrower and shall, in the absence
of manifest error, be conclusive and binding as to the amount thereof.



     (b) If any Bank receives such additional consideration from Borrower
pursuant to this Section 3.02, such Bank shall use reasonable efforts to obtain
the benefits of any refund, deduction or credit for any taxes or other amounts
on account of which such additional consideration has been paid and shall
reimburse Borrower to the extent, but only to the extent, that such Bank shall
receive a refund of such taxes or other amounts together with any interest
thereon or an effective net reduction in taxes or other governmental charges
(including any taxes imposed on or measured by the total net income of such
Bank) of the United States or any state or subdivision thereof by virtue of any
such deduction or credit, after first giving effect to all other deductions and
credits otherwise available to such Bank. If, at the time any audit of such
Bank’s income tax return is completed, such Bank determines, based on such
audit, that it was not entitled to the full amount of any refund reimbursed to
Borrower as aforesaid or that its net income taxes are not reduced by a credit
or deduction for the full amount of taxes reimbursed to Borrower as aforesaid,
Borrower, upon demand of such Bank (made within one (1) year after receipt of
such audit), shall promptly pay to such Bank the amount so refunded to which
such Bank was not so entitled, or the amount by which the net income taxes
of such Bank were not so reduced, as the case may be.



     (c) Notwithstanding any other provision of this Agreement, after any such
demand for compensation by any Bank, Borrower, upon at least three (3) Business
Days’ prior written notice to such Bank through Agent, may prepay any affected
Fixed Rate Loan in full or, with respect to Eurodollar Loans, convert such
Eurodollar Loan to a Base Rate Loan regardless of the Interest Period of any
thereof. Any such prepayment or conversion shall be subject to the prepayment
fees set forth in Section 2.04 hereof.



     Section 3.03 Eurodollar or Alternate Currency Deposits Unavailable or
Interest Rate Unascertainable. In respect of any Fixed Rate Loan, in the event
that Agent shall have determined that (a) for Eurodollar Loans, that Dollar
deposits or (b) for Alternate Currency Loans, that deposits of the relevant
Alternate Currency, of the relevant amount for the relevant Interest Period for
such Fixed Rate Loan are not available to Agent in the applicable Eurodollar



28









 




or Alternate Currency market, as the case may be, or that, by reason of
circumstances affecting such market, adequate and reasonable means do not exist
for ascertaining the applicable LIBOR Rate applicable to such Interest Period,
as the case may be, Agent shall promptly give notice of such determination to
Borrower and (a) any notice of a new Eurodollar Loan or Alternate Currency
Loan, as the case may be, (or conversion of an existing Base Rate Loan to a
Eurodollar Loan) previously given by Borrower and not yet borrowed (or
converted, as the case may be) shall be deemed a notice to make a Base Rate
Loan, and (b) Borrower shall be obligated either to prepay, or with respect to
a Eurodollar Loan, to convert to a Base Rate Loan, any outstanding Fixed Rate
Loan on the last day of the then current Interest Period with respect thereto.




     Section 3.04 Indemnity. Without prejudice to any other provisions of this
Article III, Borrower hereby agrees to indemnify each Bank against any loss or
expense that such Bank may sustain or incur as a consequence of any default by
Borrower in payment when due of any amount hereunder in respect of any Fixed
Rate Loan, including, but not limited to, any loss of profit, premium or
penalty incurred by such Bank in respect of funds borrowed by it for the
purpose of making or maintaining such Fixed Rate Loan, as determined by such
Bank in the exercise of its sole but reasonable discretion. A certificate as to
any such loss or expense shall be promptly submitted by such Bank to Borrower
and shall, in the absence of manifest error, be conclusive and binding as to
the amount thereof.



     Section 3.05 Changes in Law Rendering Fixed Rate Loans Unlawful. If at
any time any new law, treaty or regulation, or any change in any existing law,
treaty or regulation, or any interpretation thereof by any governmental or
other regulatory authority charged with the administration thereof, shall make
it unlawful for any Bank to fund any Fixed Rate Loan that it is committed to
make hereunder in any Alternate Currency or Dollars, as the case may be, the
commitment of such Bank to fund such Fixed Rate Loan shall, upon the happening
of such event, forthwith be suspended for the duration of such illegality, and
such Bank shall by written notice to Borrower and Agent declare that its
commitment with respect to such Fixed Rate Loan has been so suspended and, if
and when such illegality ceases to exist, such suspension shall cease and such
Bank shall similarly notify Borrower and Agent. If any such change shall make
it unlawful for any Bank to continue in effect the funding in the applicable
Eurodollar or
Alternate Currency market, as the case may be, of any Fixed Rate Loan
previously made by it hereunder, such Bank shall, upon the happening of such
event, notify Borrower, Agent and the other Banks thereof in writing stating
the reasons therefor, and Borrower shall, on the earlier of (a) the last day of
the then current Interest Period or (b) if required by such law, regulation or
interpretation, on such date as shall be specified in such notice, either
convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or
prepay such Fixed Rate Loan to the Banks in full. Any such prepayment or
conversion shall be subject to the prepayment fees described in Section 2.04
hereof.



     Section 3.06 Funding. Each Bank may, but shall not be required to, make
Fixed Rate Loans hereunder with funds obtained outside the United States.



     Section 3.07 Capital Adequacy. If any Bank shall have determined, after
the Closing Date, that the adoption of any applicable law, rule, regulation or
guideline regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the



29









 




interpretation or
administration thereof, or compliance by any Bank (or its lending office) with
any request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on such Bank’s capital (or
the capital of its holding company) as a consequence of its obligations
hereunder to a level below that which such Bank (or its holding company) could
have achieved but for such adoption, change or compliance (taking into
consideration such Bank’s policies or the policies of its holding company with
respect to capital adequacy) by an amount deemed by such Bank to be material,
then from time to time, within fifteen (15) days after demand by such Bank
(made within one hundred eighty (180) days of such Bank becoming aware of the
reason giving rise to such demand), with a copy to Agent, Borrower shall pay to
such Bank such additional amount or amounts as shall compensate such Bank (or
its holding company) for such reduction. Each Bank shall designate a different
lending office if such designation will avoid the need for, or reduce the
amount of, such compensation and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. A certificate of any Bank claiming
compensation under this Section and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods. Failure on the part of any Bank to demand
compensation for any reduction in return on capital with respect to any period
shall not constitute a waiver of such Bank’s rights to demand compensation for
any reduction in return on capital in such period or in any other period. The
protection of this Section shall be available to each Bank regardless of any
possible contention of the invalidity or inapplicability of the law, regulation
or other condition that shall have been imposed.




     Section 3.08 Application of Provisions. Notwithstanding anything in this
Agreement to the contrary, no Bank shall demand compensation for any reduction
referred to in Sections 3.01, 3.02, 3.03, 3.05 or 3.07 hereof if it shall not
at the time be the general policy or practice of such Bank to demand such
compensation, payment or reimbursement in similar circumstances under
comparable provisions of other credit agreements.



ARTICLE IV.




CONDITIONS PRECEDENT




     The obligation of the Banks to make the first Loan, and of Agent to make
the first Swing Loan, is subject to Borrower satisfying each of the following
conditions:



     Section 4.01 Notes. Borrower shall have executed and delivered to each
Bank its Revolving Note and shall have executed and delivered to Agent the
Swing Line Note.



     Section 4.02 Officer’s Certificate, Resolutions, Organizational Documents.
Borrower shall have delivered to each Bank an officer’s certificate certifying
the names of the officers of Borrower authorized to sign the Loan Documents,
together with the true signatures of such officers and certified copies of (a)
the resolutions of the board of directors of Borrower evidencing authorization
of the transactions contemplated by the Loan Documents, and (b) the
Organizational Documents of Borrower.



30









 





     Section 4.03 Legal Opinion. Borrower shall have delivered to Agent an
opinion of counsel for Borrower, in form and substance satisfactory to Agent
and the Required Banks.



     Section 4.04 Good Standing Certificates. Borrower shall have delivered to
Agent a good standing certificate for Borrower, issued on or about the Closing
Date by the Secretary of State of Ohio.



     Section 4.05 Agent Fee Letter, Closing Fee Letter; Legal Fees. Borrower
shall have (a) executed and delivered the Agent Fee Letter to Agent, and paid
to Agent, for its sole benefit, the fees described in the Agent Fee Letter, (b)
executed and delivered the Closing Fee Letter to Agent, and paid to Agent, for
the account of the Banks, the fees described in the Closing Fee Letter and paid
to each of the Banks the fees set forth therein, and (c) paid all legal fees
and expenses of Agent in connection with the preparation and negotiation of the
Loan Documents.



     Section 4.06 Lien Searches. Borrower shall have caused to be delivered to
Agent the results of U.C.C. lien searches with respect to Borrower,
satisfactory to Agent and the Required Banks, from the Secretary of State of
Ohio.



     Section 4.07 Closing Certificate. Borrower shall have delivered to Agent
and the Banks an officer’s certificate certifying that, as of the Closing Date,
(a) all conditions precedent set forth in this Article IV have been satisfied,
(b) no Default or Event of Default exists nor immediately after the making of
the first Loan will exist, and (c) each of the representations and warranties
contained in Article VI hereof are true and correct as of the Closing Date.



     Section 4.08 Existing Credit Agreement. Borrower shall have terminated
the existing Credit Agreement (the “Existing Credit Agreement”) among Borrower,
the banks party thereto and KeyBank National Association, as Agent, dated May
17, 2001 and shall have repaid in full all of the Indebtedness and other
obligations outstanding thereunder.



     Section 4.09 No Material Adverse Change. No material adverse change, in
the opinion of Agent, shall have occurred in the financial condition or
operations of the Companies since August 1, 2004.



     Section 4.10 Miscellaneous. Borrower shall have provided to Agent and the
Banks such other items and shall have satisfied such other conditions as may be
reasonably required by Agent or the Banks.



ARTICLE V.




COVENANTS




     Borrower agrees that, so long as the Commitment remains in effect and
thereafter until all of the Debt shall have been paid in full, Borrower shall
perform and observe, and shall cause each other Company to perform and observe,
each of the following provisions:



     Section 5.01 Insurance. Each Company shall (a) maintain insurance to such
extent and against such hazards and liabilities as is commonly maintained by
Persons similarly situated; and (b) within ten (10) days of Agent’s written
request, furnish to Agent such information about



31









 




such Company’s insurance as
Agent may from time to time reasonably request, which information shall be
prepared in form and detail satisfactory to Agent and certified by a Financial
Officer of such Company.




     Section 5.02 Money Obligations. Each Company shall pay in full (a) prior
in each case to the date when penalties would attach, all taxes, assessments
and governmental charges and levies (except only those so long as and to the
extent that the same shall be contested in good faith by appropriate and timely
proceedings and for which adequate reserves have been established in accordance
with GAAP) for which it may be or become liable or to which any or all of its
properties may be or become subject and the failure to pay would have a
Material Adverse Effect; (b) all of its wage obligations to its employees in
compliance with the Fair Labor Standards Act (29 U.S.C. §§206-207) or any
comparable provisions and the failure to pay would have a Material Adverse
Effect; and (c) all of its other obligations calling for the payment of money
(except only those so long as and to the extent that the same shall be
contested in good faith and for which adequate reserves have been established
in accordance with GAAP) before such payment becomes overdue and the failure to
pay (i) would constitute a Default or Event of Default hereunder or (ii) have a
Material Adverse Effect.



     Section 5.03 Financial Statements. Borrower shall furnish to each Bank:



     (a) within forty-five (45) days after the end of each of the first three
(3) quarter-annual periods of each fiscal year of Borrower, balance sheets of
Borrower as of the end of such period and statements of income (loss),
stockholders’ equity and cash flow for the quarter and fiscal year to date
periods, all prepared on a Consolidated basis, in accordance with GAAP, and in
form and detail satisfactory to the Banks and certified by a Financial Officer
of Borrower; provided that delivery by Borrower of a copy of Borrower’s
quarterly report on Form 10-Q shall satisfy the foregoing requirements,
provided that delivery of Borrower’s
quarterly report for any fiscal quarter of Borrower on Form 10-Q as filed
with the SEC shall satisfy the requirements of this subpart (a);



     (b) within ninety (90) days after the end of each fiscal year of Borrower,
(i) an annual audit report of Borrower for that year prepared on a Consolidated
and consolidating (but only as to Borrower, the Domestic Subsidiaries and the
Foreign Subsidiaries) basis, in accordance with GAAP, and in form and detail
satisfactory to Agent and certified by an independent public accountant
satisfactory to Agent, which report shall include balance sheets and statements
of income (loss), stockholders’ equity and cash-flow for that period, provided
that delivery of Borrower’s annual report for any fiscal year of Borrower on
Form 10-K as filed with the SEC shall satisfy the requirements of this subpart
(b)(i), and (ii) a certificate by such accountant setting forth the Defaults
and Events of Default coming to its attention during the course of its audit
or, if none, a statement to that effect;



     (c) concurrently with the delivery of the financial statements in (a) and
(b) above, a Compliance Certificate;



     (d) with the delivery of the quarterly and annual financial statements in
(a) and (b) above, a copy of any management report, letter or similar writing
furnished to the Companies by



32









 




the accountants in respect of the Companies’
systems, operations, financial condition or properties, to the extent permitted
by such accountants and applicable law;




     (e) commencing with the fiscal year ending 2005, within ninety (90) days
after the end of each fiscal year of Borrower, annual pro-forma projections of
Borrower and its Subsidiaries for the then current fiscal year and the next two
(2) succeeding fiscal years, to be in form acceptable to Agent;



     (f) as soon as available, copies of all notices, reports, definitive proxy
or other statements and other documents sent by Borrower to its shareholders,
to the holders of any of its debentures or bonds or the trustee of any
indenture securing the same or pursuant to which they are issued, or sent by
Borrower (in final form) to any securities exchange or over the counter
authority or system, or to the SEC or any similar federal agency having
regulatory jurisdiction over the issuance of Borrower’s securities; and



     (g) within ten (10) days of the written request of Agent or any Bank, such
other information about the financial condition, properties and operations of
any Company as Agent or such Bank may from time to time reasonably request (but
subject to any applicable law and, upon request of Borrower, subject to
customary confidentiality provisions), which information shall be submitted in
form and detail satisfactory to Agent or such Bank and certified by a Financial
Officer of the Company or Companies in question.



     Section 5.04 Financial Records. Each Company shall at all times maintain
true and complete records and books of account, including, without limiting the
generality of the foregoing, appropriate reserves for possible losses and
liabilities, all in accordance with GAAP, and at all reasonable times (during
normal business hours and upon notice to such Company) permit Agent or any
Bank, or any representative of Agent or such Bank, to examine that Company’s
books and records and to make excerpts therefrom and transcripts thereof.



     Section 5.05 Franchises. Each Company shall preserve and maintain at all
times its existence, rights and franchises, except as otherwise permitted
pursuant to Section 5.12 hereof; provided that such Company shall not be
required to preserve or maintain its rights or franchises where the failure to
do so will not have a Material Adverse Effect.



     Section 5.06 ERISA Compliance. No Company shall incur any material
accumulated funding deficiency within the meaning of ERISA, or any material
liability to the PBGC, established thereunder in connection with any ERISA
Plan. Borrower shall furnish to the Banks (a) as soon as possible and in any
event within thirty (30) days after any Company knows or has reason to know
that any Reportable Event with respect to any ERISA Plan has occurred, a
statement of the Financial Officer of such Company, setting forth details as to
such Reportable Event and the action that such Company proposes to take with
respect thereto, together with a copy of the notice of such Reportable Event
given to the PBGC if a copy of such notice is available to such Company, and
(b) promptly after receipt thereof a copy of any notice such Company, or any
member of the Controlled Group may receive from the PBGC or the Internal
Revenue Service with respect to any ERISA Plan administered by such Company;
provided, that this latter clause shall not apply to notices of general
application promulgated by the PBGC or the Internal Revenue Service. Borrower
shall promptly notify the Banks of any material taxes



33









 




assessed, proposed to be
assessed or that Borrower has reason to believe may be assessed against a
Company by the Internal Revenue Service with respect to any ERISA Plan. As used
in this Section “material” means the measure of a matter of significance that
shall be determined as being an amount equal to five percent (5%) of the
Consolidated Net Worth of Borrower. As soon as practicable, and in any event
within twenty (20) days, after any Company becomes aware that an ERISA Event
has occurred, such Company shall provide each Bank with notice of such ERISA
Event with a certificate by a Financial Officer of such Company setting forth
the details of the event and the action such Company or another Controlled
Group member proposes to take with respect thereto. Borrower shall, at the
request of Agent, deliver or cause to be delivered to Agent true and correct
copies of any documents relating to the ERISA Plan of any Company.




     Section 5.07 Financial Covenants.



     (a) Leverage Ratio. Borrower shall not suffer or permit at any time, for
the most recently completed four (4) fiscal quarters of Borrower, the Leverage
Ratio to exceed 3.25 to 1.00.



     (b) Interest Coverage Ratio. Borrower shall not suffer or permit at any
time, for the most recently completed four (4) fiscal quarters of Borrower, the
Interest Coverage Ratio to be less than 3.00 to 1.00.



     Section 5.08 Borrowing. No Company shall create, incur or have
outstanding any obligation for borrowed money or any Indebtedness of any kind;
provided, that this Section shall not apply to:



     (a) the Loans or any other Indebtedness under this Agreement;



     (b) the Indebtedness (whether outstanding or committed) that exists as of
the Closing Date as set forth in Schedule 5.8 hereto (and any extension,
renewal or refinancing thereof so long as the principal amount thereof does not
increase after the Closing Date);



     (c) the unsecured Indebtedness of Borrower under the Note Purchase
Agreement in an original principal amount not to exceed Fifty Million Dollars
($50,000,000);



     (d) unsecured Indebtedness of Borrower under the Credit Agreement between
Borrower and National City Bank, dated October 11, 2000, in an aggregate
outstanding principal amount not in excess of Sixteen Million Dollars
($16,000,000);



     (e) the unsecured Indebtedness of Borrower under the 2001 Note Purchase
Agreement in an aggregate principal amount not to exceed One Hundred Million
Dollars ($100,000,000);



     (f) the unsecured Indebtedness of Borrower owing to Bank of
Tokyo-Mitsubishi Trust Company up to the Dollar Equivalent of Three Billion
Japanese Yen (¥3,000,000,000);



     (g) loans or capital leases to any Company for the purchase or lease of
fixed assets, which loans or leases are secured by the assets being purchased
or leased, so long as the



34









 




aggregate principal amount of all such loans and
leases for all Companies does not exceed the greater of (i) Thirty-Five Million
Dollars ($35,000,000) and (ii) an amount equal to four percent (4%) of
Consolidated Total Assets at any time;




     (h) loans by a Domestic Company (other than the Receivables Subsidiary) to
another Domestic Company (other than the Receivables Subsidiary);



     (i) unsecured loans by a Foreign Subsidiary to a Domestic Company (other
than the Receivables Subsidiary) or another Foreign Subsidiary;



     (j) Permitted Foreign Subsidiary Loans and Investments;



     (k) Indebtedness of the Receivables Subsidiary under the Permitted
Receivables Facility, so long as (i) the funded amount, together with any other
Indebtedness thereunder, does not exceed the greater of (A) Seventy-Five
Million Dollars ($75,000,000) and (B) an amount equal to ten percent (10%) of
Consolidated Total Assets at any time, and (ii) Borrower provides a copy of the
documents evidencing such transaction to Agent; and



     (l) additional unsecured Indebtedness of Borrower, to the extent not
otherwise permitted pursuant to any of the foregoing subparts, so long as (i)
Borrower shall be in pro forma compliance with Section 5.07 hereof after giving
effect to the incurrence of such Indebtedness, and (ii) no Event of Default
shall exist prior to or after giving effect to the incurrence of any such
Indebtedness.



     Section 5.09 Liens. No Company shall create, assume or suffer to exist
any Lien upon any of its property or assets, whether now owned or hereafter
acquired; provided that this Section shall not apply to the following:



     (a) Liens for taxes not yet due or that are being actively contested in
good faith by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP;



     (b) other statutory Liens incidental to the conduct of its business or the
ownership of its property and assets that (i) were not incurred in connection
with the borrowing of money or the obtaining of advances or credit, and (ii) do
not in the aggregate materially detract from the value of its property or
assets or materially impair the use thereof in the operation of its business;



     (c) easements or other minor defects or irregularities in title of real
property not interfering in any material respect with the use of such property
in the business of any Company;



     (d) the Liens existing on the Closing Date as set forth in Schedule 5.9
hereto;



     (e) any Lien granted to Agent, for the benefit of the Banks;



     (f) Liens on fixed assets securing the loans or capital leases pursuant to
Section 5.08(g) hereof, provided that such Lien only attaches to the property
being acquired or leased;



35









 





     (g) Liens on the Receivables Related Assets in connection with the
Permitted Receivables Facility securing the obligations under the Permitted
Receivables Facility; and



     (h) any other Liens created after the Closing Date, to the extent not
otherwise permitted pursuant to subparts (a) through (g) hereof, so long as the
aggregate amount of Indebtedness secured by all such Liens does not exceed at
any time, for all Companies, an amount equal to five and one-half percent
(5.5%) of Consolidated Total Assets.


No Company (other than the Receivables Subsidiary) shall enter into any
Material Indebtedness Agreement (other than any contract or agreement entered
into in connection with the Indebtedness permitted to be incurred pursuant to
Section 5.08 (c), (d), (e), (f), (g) or (l) hereof) that would prohibit Agent
or the Banks from acquiring a security interest, mortgage or other Lien on, or
a collateral assignment of, any of the property or assets of a Company.




     Section 5.10 Regulations U and X. No Company shall take any action that
would result in any non-compliance of the Loans with Regulations U and X, or
any other applicable regulation, of the Board of Governors of the Federal
Reserve System.



     Section 5.11 Investments and Loan. No Company shall, without the prior
written consent of Agent and the Required Banks, (a) create, acquire or hold
any Subsidiary, (b) make or hold any investment in any stocks, bonds or
securities of any kind, (c) be or become a party to any joint venture or other
partnership, (d) make or keep outstanding any advance or loan to any Person, or
(e) be or become a Guarantor of any kind; provided, that this Section shall not
apply to:




     (i) investments by the Companies in cash and Cash Equivalents;




     (ii) any endorsement of a check or other medium of payment for
deposit or collection through normal banking channels or similar
transaction in the normal course of business;




     (iii) the holding of Subsidiaries listed on Schedule 6.1 hereto and
the creation, acquisition and holding of any new Subsidiary (other than
by the Receivables Subsidiary) after the Closing Date so long as such new
Subsidiary is created, acquired or held in accordance with the terms and
conditions of this Agreement;




     (iv) loans to or investments in a Domestic Company (other than the
Receivables Subsidiary) to or by another Domestic Company (other than the
Receivables Subsidiary);




     (v) loans to or investments in a Foreign Subsidiary or Borrower by
another Foreign Subsidiary;




     (vi) Permitted Foreign Subsidiary Loans and Investments;




     (vii) any advance or loan to an officer or employee of a Company
made in the ordinary course of such Company’s business;



36









 






     (viii) loans or advances to customers or suppliers in connection
with a contractual arrangement made in the ordinary course of business
and consistent with past practice; and




     (ix) any Permitted Investment.



     Section 5.12 Merger and Sale of Assets. No Company shall merge or
consolidate with any other Person, or sell, lease or transfer or otherwise
dispose of any assets to any Person other than in the ordinary course of
business, except that, if no Default or Event of Default shall then exist or
immediately thereafter shall begin to exist:



     (a) any Subsidiary (other than the Receivables Subsidiary) may merge with
(i) Borrower (provided that Borrower shall be the continuing or surviving
Person) , or (ii) any one or more Domestic Subsidiaries (other than the
Receivables Subsidiary);



     (b) any Subsidiary (other than the Receivables Subsidiary) may sell,
lease, transfer or otherwise dispose of any of its assets to (i) Borrower, or
(ii) any one or more Domestic Subsidiaries (other than the Receivables
Subsidiary);



     (c) in addition to any merger permitted pursuant to subpart (a) above, any
Foreign Subsidiary may merge with any one or more Foreign Subsidiaries;



     (d) in addition to any sale, lease, transfer or other disposition
permitted pursuant to subpart (b) above, any Foreign Subsidiary may sell,
lease, transfer or otherwise dispose of any of its assets to any one or more
Foreign Subsidiaries;



     (e) in addition to any sale, lease, transfer or other disposition
permitted pursuant to subparts (a) through (d) above, any Company may sell
accounts receivables to the Receivables Subsidiary in connection with the
Permitted Receivables Facility;



     (f) any merger or consolidation that constitutes an Acquisition permitted
pursuant to Section 5.13 hereof; and



     (g) in addition to any sale, lease, transfer or other disposition
permitted pursuant to subparts (a) through (e) above, any Company (other than
the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of
any of its assets to any Person so long as the aggregate amount of all such
assets sold, leased, transferred or otherwise disposed of by all Companies does
not exceed the greater of (a) Twenty Five Million Dollars ($25,000,000), or (b)
an amount equal to three and one-quarter percent (3.25%) of Consolidated Total
Assets during any fiscal year of Borrower.



     Section 5.13 Acquisitions. Borrower shall not effect, or permit any
Subsidiary to effect, an Acquisition, except that any Company (other than the
Receivables Subsidiary) may effect an Acquisition so long as (a) Borrower shall
be the surviving entity if such Acquisition is a merger or consolidation with
Borrower; (b) the business to be acquired shall be similar, related,
complementary or beneficial to the lines of business of the Companies; (c) the
Board of Directors (or equivalent governing body) and the management of the
Person to be acquired shall have approved such Acquisition; (d) no Default or
Event of Default shall then exist or



37









 




immediately thereafter shall begin to
exist; and (e) if the aggregate Consideration paid in connection with such
Acquisition is in excess of Seventy-Five Million Dollars ($75,000,000),
Borrower shall have provided to Agent and the Banks, at least twenty (20) days
prior to such Acquisition, historical financial statements of the target entity
and a pro forma financial statement of the Companies accompanied by a
certificate of a Financial Officer of Borrower showing pro forma compliance
with Section 5.07 hereof, both before and after the proposed Acquisition.




     Section 5.14 Notice. Borrower shall cause a Financial Officer of Borrower
to promptly notify Agent and the Banks whenever (a) any Default or Event of
Default may occur hereunder, or (b) any default, or event with which the
passage of time or the giving of notice, or both, would cause a default, shall
have occurred under the Note Purchase Agreement, the 2001 Note Purchase
Agreement or any other Material Indebtedness Agreement.



     Section 5.15 Environmental Compliance. Except where the failure to do so
would not have or result in a Material Adverse Effect, (a) each Company shall
comply in all respects with any and all Environmental Laws including, without
limitation, all Environmental Laws in jurisdictions in which any Company owns
or operates a facility or site, arranges for disposal or treatment of hazardous
substances, solid waste or other wastes, accepts for transport any hazardous
substances, solid waste or other wastes or holds any interest in real property
or otherwise; and (b) no Company shall allow the release or disposal of
hazardous waste, solid waste or other wastes on, under or to any real property
in which any Company holds any interest or performs any of its operations, in
violation of any Environmental Law. Borrower shall defend, indemnify and hold
Agent and the Banks harmless against all costs, expenses, claims, damages,
penalties and liabilities of every kind or nature whatsoever
(including attorneys’ fees) arising out of or resulting from the
noncompliance of any Company with any Environmental Law. Such indemnification
shall survive any termination of this Agreement.



     Section 5.16 Affiliate Transactions. No Company shall, or shall permit
any Subsidiary to, directly or indirectly, enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of
a Company on terms that are less favorable to such Company or such Subsidiary,
as the case may be, than those that might be obtained at the time in a
transaction with a non-Affiliate; provided, however, that the foregoing shall
not prohibit (a) the payment of customary and reasonable directors’ fees to
directors who are not employees of a Company or any Affiliate of a Company; or
(b) any transaction, including, but not limited to the transactions
contemplated pursuant to the Permitted Receivables Facility, between Borrower
and an Affiliate that Borrower reasonably determines in good faith is
beneficial to Borrower and its Affiliates as a whole and that is not entered
into for the purpose of hindering the exercise by Agent or the Banks of their
rights or remedies under this Agreement.



     Section 5.17 Use of Proceeds. Borrower’s use of the proceeds of the Loans
shall be solely for working capital and other general corporate purposes of
Borrower and its Subsidiaries and for acquisitions permitted pursuant to this
Agreement.



     Section 5.18 Corporate Name. Borrower shall not change its corporate
name, unless Borrower shall provide Agent with thirty (30) days prior written
notice thereof.



38









 





     Section 5.19 Restricted Payments.



     (a) Each Subsidiary shall make Capital Distributions to Borrower of such
Subsidiary’s Net Earnings on a regular basis consistent with the past practices
of Borrower, subject to Section 5.20.



     (b) Except for any Restricted Payment made pursuant to subpart (a) above,
no Company shall make or commit itself to make any Restricted Payment,
provided, that:




     (i) any Company may make or commit itself to make, directly or
indirectly, any Capital Distribution to Borrower at any time;




     (ii) if no Default or Event of Default shall then exist or
immediately thereafter shall begin to exist, Borrower may make Capital
Distributions to the shareholders of Borrower; and




     (iii) if no Default or Event of Default shall then exist or
immediately thereafter shall begin to exist, Borrower may make Share
Repurchases.



     Section 5.20 Restrictive Agreements. Except as set forth in this
Agreement, Borrower shall not, and shall not permit any of its Subsidiaries
(excluding the Receivables Subsidiary) to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Subsidiary (excluding the Receivables
Subsidiary) to (a) make, directly or indirectly, any Capital Distribution to
Borrower; (b) make, directly or indirectly, loans or advances or capital
contributions to Borrower; or (c) transfer, directly or indirectly, any of the
properties or assets of such Subsidiary (excluding the Receivables Subsidiary)
to Borrower, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law, (ii) customary non-assignment provisions in
leases or other agreements entered in the ordinary course of business and
consistent with past practices, (iii) customary restrictions in security
agreements or mortgages securing Indebtedness of a Company to the extent such
restrictions only restrict the transfer of the property subject to such
security agreement or mortgage or (iv) customary and reasonable restrictions in
agreements necessary to obtain Permitted Foreign Subsidiary Loans and
Investments so long as such restrictions do not materially encumber the ability
of the Foreign Subsidiaries taken as a whole to make Capital Distributions.



     Section 5.21 Other Covenants. In the event that Borrower shall enter
into, or shall have entered into, any Material Indebtedness Agreement, wherein
the covenants and agreements contained therein are more restrictive than the
covenants set forth herein, then Borrower shall be bound hereunder by such
covenants and agreements with the same force and effect as if such covenants
and agreements were written herein.



     Section 5.22 Guaranties of Payment; Guaranty Under Material Indebtedness
Agreement.



     (a) No Company shall be or become a Guarantor of the Indebtedness incurred
pursuant to the Note Purchase Agreement, the 2001 Note Purchase Agreement or
any other



39









 




Material Indebtedness Agreement unless such Company is also a
Guarantor of Payment under this Agreement prior to or concurrently therewith.




     (b) If, pursuant to the terms and conditions of the Note Purchase
Agreement, the 2001 Note Purchase Agreement and each other Material
Indebtedness Agreement at any time after the Closing Date, the Domestic
Subsidiaries are permitted to become Guarantors of Payment with respect to all
of the Debt or the Foreign Subsidiaries are permitted to become co-borrowers
with respect to all of the Loans made to, or directly for the benefit of, such
Foreign Subsidiaries, then, (i) Borrower shall immediately provide written
notice thereof to Agent, and (ii) upon request of Agent or the Required Banks,
Borrower shall (A) cause each such Domestic Subsidiary to execute and deliver
to Agent, for the benefit of Banks, a Guaranty of Payment, in form and
substance satisfactory to Agent and the Required Banks, and upon request of
Agent and the Required Banks, Borrower shall deliver such corporate governance
or other documents of each such Domestic Subsidiary as Agent shall deem
necessary or appropriate, and (B) cause each such Foreign Subsidiary to execute
and deliver to Agent, for the benefit of the Banks, an assumption agreement, in
form and substance satisfactory to Agent and the Required Banks, and
appropriate Notes, and upon request of Agent and the Required Banks, Borrower
shall deliver such corporate governance or other documents of each such Foreign
Subsidiary as Agent may deem necessary or appropriate.



     Section 5.23 Pari Passu Ranking. The Debt shall, and Borrower shall take
all necessary action to ensure that the Debt shall, at all times rank at least
pari passu in right of payment (to the fullest extent permitted by law) with
all other senior unsecured Indebtedness of Borrower.



     Section 5.24 Anti-Terrorism Laws. Borrower shall not be in violation of
any law, regulation, or list of any government agency (including, without
limitation, the U.S. Office of Foreign Asset Control list, Executive Order No.
13224 or the USA Patriot Act) that prohibits or limits the conduct of business
with or the receiving of funds, goods or services to or for the benefit of
certain Persons specified therein or that prohibits or limits any Bank from
making any advance or extension of credit to Borrower or from otherwise
conducting business with Borrower.



ARTICLE VI.




REPRESENTATIONS AND WARRANTIES




     Borrower represents and warrants that the statements set forth in this
Article VI are true, correct and complete.



     Section 6.01 Corporate Existence; Subsidiaries; Foreign Qualification.



     (a) Each Company is an entity duly organized, validly existing, and in
good standing under the laws of its state or jurisdiction of incorporation or
organization and is duly qualified and authorized to do business and is in good
standing as a foreign entity in each jurisdiction where the character of its
property or its business activities makes such qualification necessary, except
where the failure to so qualify will not cause or result in a Material Adverse
Effect.



40









 





     (b) Schedule 6.1 hereto sets forth (i) each Company, (ii) each Company’s
state or jurisdiction of organization, (iii) each state or other jurisdiction
in which each Company is qualified to do business as a foreign entity, and (iv)
the capitalization of each Company.



     Section 6.02 Corporate Authority. Borrower has the right and power and is
duly authorized and empowered to enter into, execute and deliver the Loan
Documents to which it is a party and to perform and observe the provisions of
the Loan Documents. The Loan Documents to which Borrower is a party have been
duly authorized and approved by Borrower’s Board of Directors and are the valid
and binding obligations of Borrower, enforceable against Borrower in accordance
with their respective terms. The execution, delivery and performance of the
Loan Documents will not violate any applicable law, conflict with or result in
any breach in any of the provisions of, or constitute a default under, or
result in the creation of any Lien (other than Liens permitted under Section
5.09 hereof) upon any assets or property of any Company under the provisions of
such Company’s Organizational Documents or any agreement.



     Section 6.03 Compliance With Laws. Each Company:



     (a) holds permits, certificates, licenses, orders, registrations,
franchises, authorizations, and other approvals from federal, state, local, and
foreign governmental and regulatory bodies necessary for the conduct of its
business and is in compliance with all applicable laws relating thereto except
where the failure to do so would not have a Material Adverse Effect;



     (b) is in compliance with all federal, state, local, or foreign applicable
statutes, rules, regulations, and orders including, without limitation, those
relating to environmental protection, occupational safety and health, and equal
employment practices, except where the failure to do so would not have a
Material Adverse Effect; and



     (c) is not in violation of or in default under any agreement to which it
is a party or by which its assets are subject or bound, except to the extent
that any such violation or default would not have a Material Adverse Effect.



     Section 6.04 Litigation and Administrative Proceedings. Except as
disclosed on Schedule 6.4 hereto, as to any of which, individually or in the
aggregate, if determined adversely, would not have a Material Adverse Effect,
there are (a) no lawsuits, actions, investigations, or other proceedings
pending or threatened against any Company, or in respect of which any Company
may have any liability, in any court or before any governmental authority,
arbitration board, or other tribunal, (b) no orders, writs, injunctions,
judgments, or decrees of any court or government agency or instrumentality to
which any Company is a party or by which the property or assets of any Company
are bound, and (c) no grievances, disputes, or controversies outstanding with
any union or other organization of the employees of any Company, or threats of
work stoppage, strike, or pending demands for collective bargaining.



     Section 6.05 Title to Assets. Each Company has good title to and
ownership of all property it purports to own, which property is free and clear
of all Liens, except those permitted under Section 5.09 hereof.



41









 





     Section 6.06 Liens and Security Interests. On and after the Closing Date,
except for Liens permitted pursuant to Section 5.09 hereof, (a) there is no
financing statement outstanding covering any personal property of any Company,
other than a financing statement in favor of Agent, for the benefit of the
Banks, if any; (b) there is no mortgage outstanding covering any real property
of any Company, other than a mortgage in favor of Agent, for the benefit of the
Banks, if any; and (c) no real or personal property of any Company is subject
to any security interest or Lien of any kind other than any security interest
or Lien that may be granted to Agent, for the benefit of the Banks. No Company
(other than the Receivables Subsidiary) has entered into any contract or
agreement that exists on or after the Closing Date (other than any contract or
agreement entered into in connection with the Indebtedness permitted to be
incurred pursuant to Section 5.08 (c), (d), (e), (f), (g) or (m) hereof) that
would prohibit Agent or the Banks from acquiring a security interest, mortgage
or other Lien on, or a collateral assignment of, any of the property or assets
of any Company.



     Section 6.07 Tax Returns. All foreign, federal, state and local tax
returns and other reports required by law to be filed in respect of the income,
business, properties and employees of each Company have been filed and all
taxes, assessments, fees and other governmental charges that are due and
payable have been paid, except as otherwise permitted herein or the failure to
do so does not and will not cause or result in a Material Adverse Effect. The
provision for taxes on the books of each Company is adequate for all years not
closed by applicable statutes and for the current fiscal year.



     Section 6.08 Environmental Laws. Each Company is in compliance with any
and all Environmental Laws, including, without limitation, all Environmental
Laws in all jurisdictions in which any Company owns or operates, or has owned
or operated, a facility or site, arranges or has arranged for disposal or
treatment of hazardous substances, solid waste or other wastes, accepts or has
accepted for transport any hazardous substances, solid waste or other wastes or
holds or has held any interest in real property or otherwise, except where the
failure to so comply would not have a Material Adverse Effect. No litigation or
proceeding arising under, relating to or in connection with any Environmental
Law is pending or, to the best knowledge of each Company, threatened, against
any Company, any real property in which any Company holds or has held an
interest or any past or present operation of any Company that, if determined
adversely, would have a Material Adverse Effect. No release, threatened release
or disposal of hazardous waste, solid waste or other wastes is occurring, or
has occurred (other than those that are currently being cleaned up in
accordance with Environmental Laws), on, under or to any real property in which
any Company holds any interest or performs any of its operations, in violation
of any Environmental Law. As used in this Section, “litigation or proceeding”
means any demand, claim, notice, suit, suit in equity, action, administrative
action, investigation or inquiry whether brought by any governmental authority,
private Person or otherwise.



     Section 6.09 Continued Business. There exists no actual, pending, or, to
Borrower’s knowledge, any threatened termination, cancellation or limitation
of, or any modification or change in the business relationship of any Company
and any customer or supplier, or any group of customers or suppliers, whose
purchases or supplies, individually or in the aggregate, are material to the
business of any Company, and there exists no present condition or state of
facts or circumstances that would materially and adversely affect any Company
in any respect or prevent a Company from conducting its business or the
transactions contemplated by



42









 




this Agreement in substantially the same manner in
which it was previously conducted in each case that would have a Material
Adverse Effect.




     Section 6.10 Employee Benefit Plans. Schedule 6.10 hereto identifies each
ERISA Plan. No ERISA Event has occurred or is expected to occur with respect
to an ERISA Plan. Full payment has been made of all amounts which a Controlled
Group member is required, under applicable law or under the governing
documents, to have been paid as a contribution to or a benefit under each ERISA
Plan. The liability of each Controlled Group member with respect to each ERISA
Plan has been fully funded based upon reasonable and proper actuarial
assumptions, has been fully insured, or has been fully reserved for on its
financial statements. No changes have occurred or are expected to occur that
would cause a material increase in the cost of providing benefits under the
ERISA Plan. With respect to each ERISA Plan that is intended to be qualified
under Code Section 401(a): (a) the ERISA Plan and any associated trust
operationally comply with the applicable requirements of Code Section 401(a),
(b) the ERISA Plan and any associated trust have been amended to comply with
all such requirements as currently in effect, other than those requirements for
which a retroactive amendment can be made within the “remedial amendment
period” available under Code Section 401(b) (as extended under Treasury
Regulations and other Treasury pronouncements upon which taxpayers may rely),
(c) the ERISA Plan and any associated trust have received a favorable
determination letter from the Internal Revenue Service stating that the ERISA
Plan qualifies under Code Section 401(a), that the associated trust qualifies
under Code Section 501(a) and, if applicable, that any cash
or deferred arrangement under the ERISA Plan qualifies under Code Section
401(k), unless the ERISA Plan was first adopted at a time for which the
above-described “remedial amendment period” has not yet expired, (d) the ERISA
Plan currently satisfies the requirements of Code Section 410(b), without
regard to any retroactive amendment that may be made within the above-described
“remedial amendment period”, and (e) no contribution made to the ERISA Plan is
subject to an excise tax under Code Section 4972. With respect to any Pension
Plan (except to the extent set forth in footnote 3 to Borrower’s Consolidated
financial statements for the fiscal year ended November 30, 2003), the
“accumulated benefit obligation” of Controlled Group members with respect to
the Pension Plan (as determined in accordance with Statement of Accounting
Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the
fair market value of Pension Plan assets.



     Section 6.11 Consents or Approvals. No consent, approval or authorization
of, or filing, registration or qualification with, any governmental authority
or any other Person is required to be obtained or completed by Borrower in
connection with the execution, delivery or performance of any of the Loan
Documents, that has not already been obtained or completed.



     Section 6.12 Solvency. Borrower has received consideration that is the
reasonable equivalent value of the obligations and liabilities that Borrower
has incurred to the Banks. Borrower is not insolvent as defined in any
applicable state or federal statute, nor will Borrower be rendered insolvent by
the execution and delivery of the Loan Documents to Agent and the Banks.
Borrower is not engaged or about to engage in any business or transaction for
which the assets retained by it are or will constitute unreasonably small
capital, taking into consideration the obligations to Agent and the Banks
incurred hereunder. Borrower does not intend to, nor does it believe that it
will, incur debts beyond its ability to pay such debts as they mature.



43









 





     Section 6.13 Financial Statements. The Consolidated financial statements
of Borrower for the fiscal year ended on November 2, 2003 and the interim
Consolidated financial statements for FQE August 1, 2004, furnished to Agent
and the Banks, are true and complete, have been prepared in accordance with
GAAP, and fairly present the financial condition of the Companies as of the
dates of such financial statements and the results of their operations for the
periods then ending. Since the dates of such statements, there has been no
material adverse change in any Company’s financial condition, properties or
business nor any change in any Company’s accounting procedures.



     Section 6.14 Regulations. Borrower is not engaged principally or as one
of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any “margin stock” (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System of the
United States of America). Neither the granting of any Loan (or any conversion
thereof) nor the use of the proceeds of any Loan will violate, or be
inconsistent with, the provisions of Regulation U or X or any other Regulation
of such Board of Governors.



     Section 6.15 Investment Company; Holding Company. No Company is (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)
subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act,
each as amended, or any foreign, federal, state or local statute or regulation
limiting its ability to incur Indebtedness.



     Section 6.16 Material Agreements. Except as disclosed on Schedule 6.16
hereto, no Company is a party to any (a) debt instrument; (b) capital lease,
whether as lessee or lessor thereunder; (c) contract, commitment, agreement, or
other arrangement involving the purchase or sale of any inventory by it, or the
license of any right to or by it; (d) contract, commitment, agreement, or other
arrangement with any of its “Affiliates” (as such term is defined in the
Securities Exchange Act of 1934, as amended); (e) management or employment
contract or contract for personal services with any of its Affiliates that is
not otherwise terminable at will or on less than ninety (90) days’ notice
without liability; (f) collective bargaining agreement; or (g) other contract,
agreement, understanding, or arrangement that, as to subsections (a) through
(f), above, if violated, breached, or terminated for any reason, would have or
would be reasonably expected to have a Material Adverse Effect.



     Section 6.17 Intellectual Property. Except where the failure to do so
would not have or result in a Material Adverse Effect, each Company owns,
possesses, or has the right to use all of the intellectual property, including,
without limitation, all patents, patent applications, trademarks, service
marks, copyrights, licenses, and rights with respect to the foregoing necessary
for the conduct of its business without any known conflict with the rights of
others.



     Section 6.18 Insurance. Each Company maintains with financially sound and
reputable insurers insurance with coverage and limits as required by law and as
is customary with persons engaged in the same businesses as the Companies.



     Section 6.19 Accurate and Complete Statements. Neither the Loan Documents
nor any written statement made by any Company in connection with any of the
Loan Documents contains any untrue statement of a material fact or omits a
material fact necessary to make the



44









 




statements contained therein or in the Loan
Documents not misleading. After due inquiry by a Financial Officer of
Borrower, there is no known fact that any Company has not disclosed to Agent
and the Banks that has or would have a Material Adverse Effect.




     Section 6.20 Defaults. No Default or Event of Default exists hereunder,
nor will any begin to exist immediately after the execution and delivery
hereof.



     Section 6.21 Anti-Terrorism Law Compliance. Borrower is not subject to or
in violation of any law, regulation, or list of any government agency
(including, without limitation, the U.S. Office of Foreign Asset Control list,
Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the
conduct of business with or the receiving of funds, goods or services to or for
the benefit of certain Persons specified therein or that prohibits or limits
any Bank from making any advance or extension of credit to Borrower or from
otherwise conducting business with Borrower.



ARTICLE VII.




EVENTS OF DEFAULT




     Each of the following shall constitute an Event of Default hereunder:



     Section 7.01 Payments. If (a) the principal of any Loan shall not be paid
in full punctually when due and payable, or (b) the interest on any Loan or any
facility or other fee shall not be paid in full punctually when due and payable
or within five (5) Business Days thereafter.



     Section 7.02 Special Covenants. If any Company or Obligor shall fail or
omit to perform and observe Sections 5.07, 5.08, 5.09, 5.11, 5.12 or 5.19(b)
hereof.



     Section 7.03 Other Covenants. If any Company or Obligor shall fail or
omit to perform and observe any agreement or other provision (other than those
referred to in Sections 7.01 or 7.02 hereof) contained or referred to in this
Agreement or any Related Writing that is on such Company’s or Obligor’s part,
as the case may be, to be complied with, and that Default shall not have been
fully corrected within thirty (30) days after the giving of written notice
thereof to Borrower by Agent or any Bank that the specified Default is to be
remedied.



     Section 7.04 Representations and Warranties. If any representation,
warranty or statement made in or pursuant to this Agreement or any Related
Writing or any other material information furnished by any Company or any
Obligor to the Banks or any thereof or any other holder of any Note, shall be
false or erroneous.



     Section 7.05 Cross Default. If any Company or Obligor shall default in
the payment in an amount in excess of One Million Dollars ($1,000,000) of
principal, interest or fees due and owing upon any other obligation for
borrowed money (other than any of the Debt) in excess, for all such obligations
for all such Companies and Obligors, of the greater of (i) Fifteen Million
Dollars ($15,000,000) and (ii) an amount equal to two percent (2%) of
Consolidated Total Assets beyond any period of grace provided with respect
thereto, or in the performance or observance of any other agreement, term or
condition contained in any agreement under which such obligation is created
beyond any period of grace provided with respect thereto, if the effect



45









 




of such
default is to allow the acceleration of the maturity of such Indebtedness or to
permit the holder thereof to cause such Indebtedness to become due prior to its
stated maturity.




     Section 7.06 ERISA Default. The occurrence of one or more ERISA Events
that (a) the Required Banks determine could have a Material Adverse Effect, or
(b) results in a Lien on any of the assets of any Company in excess of One
Million Dollars ($1,000,000).



     Section 7.07 Change In Control. If any Change in Control shall occur.



     Section 7.08 Money Judgment. A final judgment or order for the payment of
money shall be rendered against any Company or Obligor by a court of competent
jurisdiction, that remains unpaid or unstayed and undischarged for a period
(during which execution shall not be effectively stayed) of thirty (30) days
after the date on which the right to appeal has expired, provided that the
aggregate of all such judgments for all such Companies and Obligors
shall exceed the greater of (i) Fifteen Million Dollars ($15,000,000) and
(ii) an amount equal to two percent (2%) of Consolidated Total Assets.



     Section 7.09 Validity of Loan Documents. (a) Any material provision, in
the reasonable opinion of Agent, of any Loan Document shall at any time for any
reason cease to be valid and binding and enforceable against Borrower or any
Company; (b) the validity, binding effect or enforceability of any material
provision of any Loan Document against Borrower or any Company shall be
contested by such Company or any other Obligor; (c) Borrower or any Guarantor
of Payment shall deny that it has any or further liability or obligation
thereunder; or (d) any material provision of any Loan Document shall be
terminated, invalidated or set aside, or be declared ineffective or inoperative
or in any way cease to give or provide to Agent and the Banks the benefits
purported to be created thereby.



     Section 7.10 Insolvency. If Borrower, any Domestic Subsidiary with assets
over One Million Dollars ($1,000,000), any Foreign Subsidiary with assets over
Five Million Dollars ($5,000,000) or any Obligor shall (a) except as permitted
pursuant to Section 5.12 hereof, discontinue business, (b) generally not pay
its debts as such debts become due, (c) make a general assignment for the
benefit of creditors, (d) apply for or consent to the appointment of a
receiver, a custodian, a trustee, an interim trustee or liquidator of all or a
substantial part of its assets, (e) be adjudicated a debtor or have entered
against it an order for relief under Title 11 of the United States Code, as the
same may be amended from time to time, (f) file a voluntary petition in
bankruptcy, or have an involuntary proceeding filed against it and the same
shall continue undismissed for a period of thirty (30) days from commencement
of such proceeding or case, or file a petition or an answer seeking
reorganization or an arrangement with creditors or seeking to take advantage of
any other law (whether federal or state (or the foreign equivalent)) relating
to relief of debtors, or admit (by answer, by default or otherwise) the
material allegations of a petition filed against it in any bankruptcy,
reorganization, insolvency or other proceeding (whether federal or state (or
the foreign equivalent)) relating to relief of debtors, (g) suffer or permit to
continue unstayed and in effect for thirty (30) consecutive days any judgment,
decree or order entered by a court of competent jurisdiction, that approves a
petition seeking its reorganization or appoints a receiver, custodian, trustee,
interim trustee or liquidator of all or a substantial part of its assets, or
(h) take, or omit to take, any action in order thereby to effect any of the
foregoing.




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ARTICLE VIII.




REMEDIES UPON DEFAULT




     Notwithstanding any contrary provision or implication herein or elsewhere:



     Section 8.01 Optional Defaults. If any Event of Default referred to in
Section 7.01, 7.02, 7.03, 7.04, 7.05, 7.06, 7.07, 7.08 or 7.09 hereof shall
occur, Agent may, with the consent of the Required Banks, and shall, at the
request of the Required Banks, give written notice to Borrower, to:



     (a) terminate the Commitment and the credits hereby established, if not
previously terminated, and, immediately upon such election, the obligations of
the Banks, and each thereof, to make any further Loan and the obligation of
Agent to make any Swing Loan hereunder immediately shall be terminated, and/or



     (b) accelerate the maturity of all of the Debt (if the Debt is not already
due and payable), whereupon all of the Debt shall become and thereafter be
immediately due and payable in full without any presentment or demand and
without any further or other notice of any kind, all of which are hereby waived
by Borrower.



     Section 8.02 Automatic Defaults. If any Event of Default referred to in
Section 7.10 hereof shall occur:



     (a) all of the Commitment and the credits hereby established shall
automatically and immediately terminate, if not previously terminated, and no
Bank thereafter shall be under any obligation to grant any further Loan, nor
shall Agent be obligated to make any Swing Loan hereunder, and



     (b) the principal, interest and any other amounts then outstanding on all
of the Notes, and all of the other Debt, shall thereupon become and thereafter
be immediately due and payable in full (if the Debt is not already due and
payable), all without any presentment, demand or notice of any kind, which are
hereby waived by Borrower.



     Section 8.03 Offsets. If there shall occur or exist any Event of Default
referred to in Section 7.10 hereof or if the Debt is accelerated pursuant to
Section 8.01 or 8.02 hereof, each Bank shall have the right at any time to set
off against, and to appropriate and apply toward the payment of, any and all
Debt then owing by Borrower to that Bank (including, without limitation, any
participation purchased or to be purchased pursuant to Section 2.01B or 8.04
hereof), whether or not the same shall then have matured, any and all deposit
balances and all other indebtedness then held or owing by that Bank to or for
the credit or account of Borrower or any Guarantor of Payment, all without
notice to or demand upon Borrower or any other Person, all such notices and
demands being hereby expressly waived by Borrower.



     Section 8.04 Equalization Provision. Each Bank agrees with the other
Banks that if it, at any time, shall obtain any Advantage over the other Banks
or any thereof in respect of the Debt (except as to Swing Loans and except
under Article III hereof), it shall purchase from the other Banks, for cash and
at par, such additional participation in the Debt as shall be necessary to



47









 




nullify the Advantage. If any such Advantage resulting in the purchase of
an additional participation as aforesaid shall be recovered in whole or in part
from the Bank receiving the Advantage, each such purchase shall be rescinded,
and the purchase price restored (but without interest unless the Bank receiving
the Advantage is required to pay interest on the Advantage to the Person
recovering the Advantage from such Bank) ratably to the extent of the recovery.
Each Bank further agrees with the other Banks that if it at any time shall
receive any payment for or on behalf of Borrower on any indebtedness owing by
Borrower to that Bank by reason of offset of any deposit or other indebtedness,
it will apply such payment first to any and all Debt owing by Borrower to that
Bank (including, without limitation, any participation purchased or to be
purchased pursuant to this Section or any other Section of this Agreement).
Borrower agrees that any Bank so purchasing a participation from the other
Banks or any thereof pursuant to this Section may exercise all its rights of
payment (including the right of set-off) with respect to such participation as
fully as if such Bank was a direct creditor of Borrower in the amount of such
participation.




ARTICLE IX.




THE AGENT




     The Banks authorize KeyBank National Association and KeyBank National
Association hereby agrees to act as agent for the Banks in respect of this
Agreement upon the terms and conditions set forth elsewhere in this Agreement,
and upon the following terms and conditions:



     Section 9.01 Appointment and Authorization. Each Bank hereby irrevocably
appoints and authorizes Agent to take such action as agent on its behalf and to
exercise such powers hereunder as are delegated to Agent by the terms hereof,
together with such powers as are reasonably incidental thereto. Neither Agent
nor any of its Affiliates, directors, officers, attorneys or employees shall be
liable for any action taken or omitted to be taken by it or them hereunder or
in connection herewith, except for its or their own gross negligence or willful
misconduct.



     Section 9.02 Note Holders. Agent may treat the payee of any Note as the
holder thereof until written notice of transfer shall have been filed with it,
signed by such payee and in form satisfactory to Agent.



     Section 9.03 Consultation With Counsel. Agent may consult with legal
counsel selected by it and shall not be liable for any action taken or suffered
in good faith by it in accordance with the opinion of such counsel.



     Section 9.04 Documents. Agent shall not be under any duty to examine into
or pass upon the validity, effectiveness, genuineness or value of any Loan
Documents or any other Related Writing furnished pursuant hereto or in
connection herewith or the value of any collateral obtained hereunder, and
Agent shall be entitled to assume that the same are valid, effective and
genuine and what they purport to be.



     Section 9.05 Agent and Affiliates. With respect to the Loans, Agent, each
Co-Documentation Agent and the Syndication Agent shall have the same rights and
powers



48









 




hereunder as any other Bank and may exercise the same as though it were
not Agent, Co-Documentation Agent or Syndication Agent, as the case may be, and
Agent, each Co-Documentation Agent and the Syndication Agent and their
respective Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with any Company or any Affiliate thereof.




     Section 9.06 Knowledge of Default. It is expressly understood and agreed
that Agent shall be entitled to assume that no Default or Event of Default has
occurred (other than an Event of Default under Section 7.01 hereof), unless
Agent has been notified by a Bank in writing that such Bank believes that a
Default or Event of Default has occurred and is continuing and specifying the
nature thereof or has been notified by Borrower pursuant to Section 5.14
hereof.



     Section 9.07 Action By Agent. Subject to the other terms and conditions
hereof, so long as Agent shall be entitled, pursuant to Section 9.06 hereof, to
assume that no Default or Event of Default shall have occurred and be
continuing, Agent shall be entitled to use its discretion with respect to
exercising or refraining from exercising any rights that may be vested in it
by, or with respect to taking or refraining from taking any action or actions
that it may be able to take under or in respect of, this Agreement. Agent shall
incur no liability under or in respect of this Agreement by acting upon any
notice, certificate, warranty or other paper or instrument believed by it to be
genuine or authentic or to be signed by the proper party or parties, or with
respect to anything that it may do or refrain from doing in the reasonable
exercise of its judgment, or that may seem to it to be necessary or desirable
in the premises.



     Section 9.08 Notices, Default, Etc. In the event that Agent shall have
acquired actual knowledge of any Default or Event of Default, Agent shall
promptly notify the Banks and shall take such action and assert such rights
under this Agreement as the Required Banks shall direct and Agent shall
promptly inform the other Banks in writing of the action taken. Subject to the
other terms and conditions hereof, Agent may take such action and assert such
rights as it deems to be advisable, in its discretion, for the protection of
the interests of the holders of the Notes.



     Section 9.09 Indemnification of Agent. The Banks agree to indemnify Agent
(to the extent not reimbursed by Borrower) ratably, according to their
respective Commitment Percentages, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against Agent in its agency capacity in any way
relating to or arising out of this Agreement or any Loan Document or any action
taken or omitted by it with respect to this Agreement or any Loan Document,
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys’ fees) or disbursements resulting from Agent’s
gross negligence, willful misconduct or from any action taken or omitted by it
in any capacity other than as agent under this Agreement.



     Section 9.10 Successor Agent. Agent may resign as agent hereunder by
giving not fewer than thirty (30) days prior written notice to Borrower and the
Banks. If Agent shall resign under this Agreement, then either (a) the
Required Banks shall appoint from among the Banks a successor agent for the
Banks (with the consent of Borrower so long as a Default or an Event of



49









 




Default has not occurred and which consent shall not be unreasonably
withheld), or (b) if a successor agent shall not be so appointed and approved
within the thirty (30) day period following Agent’s notice to the Banks of its
resignation, then Agent shall appoint a successor agent that shall serve as
agent until such time as the Required Banks appoint a successor agent. Upon
its appointment, such successor agent shall succeed to the rights, powers and
duties as agent, and the term “Agent” shall mean such successor effective upon
its appointment, and the former agent’s rights, powers and duties as agent
shall be terminated without any other or further act or deed on the part of
such former agent or any of the parties to this Agreement.




     Section 9.11 No Reliance on Agent’s Customer Identification Program. Each
Bank acknowledges and agrees that neither such Bank, nor any of its Affiliates,
participants or assignees, may rely on Agent to carry out such Bank’s,
Affiliate’s, participant’s or assignee’s customer identification program, or
other obligations required or imposed under or pursuant to the USA Patriot Act
or the regulations thereunder, including the regulations contained in 31 CFR
103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other
Anti-Terrorism Law, including any programs involving any of the following items
relating to or in connection with Borrower, any other Company, their respective
Affiliates or agents, the Loan Documents or the transactions hereunder: (a)
any identity verification procedures, (b) any record keeping, (c) any
comparisons with government lists, (d) any customer notices or (e) any other
procedures required under the CIP Regulations or such other law.



     Section 9.12 USA Patriot Act. Each Bank or assignee or participant of a
Bank that is not organized under the laws of the United States of America or a
state thereof (and is not excepted from the certification requirement contained
in Section 313 of the USA Patriot Act and the applicable regulations because it
is both (a) an Affiliate of a depository institution or foreign bank that
maintains a physical presence in the United States or foreign country, and (b)
subject to supervision by a banking authority regulating such Affiliated
depository institution or foreign bank) shall deliver to Agent the
certification, or, if applicable, recertification, certifying that such Bank is
not a “shell” and certifying to other matters as required by Section 313 of the
USA Patriot Act and the applicable regulations: (i) within 10 days after the
Closing Date and (ii) at such other times as are required under the USA Patriot
Act.



     Section 9.13 Other Agents. No Bank (other than Agent) that is indicated
as having an agency capacity (such as “Syndication Agent”, “Co-Syndication
Agent”, “Documentation Agent”, “Co-Documentation Agent” or other similar
titles) shall have any duties or responsibilities hereunder in its capacity as
such.



ARTICLE X.




MISCELLANEOUS




     Section 10.01 Banks’ Independent Investigation. Each Bank, by its
signature to this Agreement, acknowledges and agrees that Agent has made no
representation or warranty, express or implied, with respect to the
creditworthiness, financial condition, or any other condition of any Company or
with respect to the statements contained in any information memorandum
furnished in connection herewith or in any other oral or written communication
between Agent and such Bank. Each Bank represents that it has made and shall
continue to make



50









 




its own independent investigation of the creditworthiness, financial
condition and affairs of the Companies in connection with the extension of
credit hereunder, and agrees that Agent has no duty or responsibility, either
initially or on a continuing basis, to provide any Bank with any credit or
other information with respect thereto (other than such notices as may be
expressly required to be given by Agent to the Banks hereunder), whether coming
into its possession before the granting of the first Loans hereunder or at any
time or times thereafter.




     Section 10.02 No Waiver; Cumulative Remedies. No omission or course of
dealing on the part of Agent, any Bank or the holder of any Note in exercising
any right, power or remedy hereunder or under any of the Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder or under any of the
Loan Documents. The remedies herein provided are cumulative and in addition to
any other rights, powers or privileges held by operation of law, by contract or
otherwise.



     Section 10.03 Amendments; Consents. No amendment, modification,
termination, or waiver of any provision of any Loan Document nor consent to any
variance therefrom, shall be effective unless the same shall be in writing and
signed by the Required Banks and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
Anything herein to the contrary notwithstanding, unanimous consent of the Banks
shall be required with respect to (a) any increase in the Total Commitment
Amount hereunder except in accordance with Section 2.06(b) hereof, (b) the
extension of the Commitment Period, the maturity of any Loan, the payment date
of interest or principal with respect thereto, or the payment date of facility
or other fees or amounts payable hereunder, (c) any reduction in the rate of
interest on the Loans, or in any amount of principal or interest due on any
Loan, or any reduction in the amount of fees hereunder or any change in the
manner of pro rata application of any payments made by Borrower to the Banks
hereunder, (d) any change in any percentage voting requirement, voting rights,
or the Required Banks definition in this Agreement, (e) the release of any
Guarantor of Payment, if any, except in connection with a transaction permitted
pursuant to Section 5.12 hereof, or (f) any amendment to this Section 10.3 or
Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not
be increased without the prior written consent of such Bank. Notice of
amendments or consents ratified by the Banks hereunder shall immediately be
forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be
bound by any amendment, waiver or consent obtained as authorized by this
Section, regardless of its failure to agree thereto.



     Section 10.04 Notices. All notices, requests, demands and other
communications provided for hereunder shall be in writing and, if to Borrower,
mailed or delivered to it, addressed to it at the address specified on the
signature pages of this Agreement, if to a Bank, mailed or delivered to it,
addressed to the address of such Bank specified on the signature pages of this
Agreement, or, as to each party, at such other address as shall be designated
by such party in a written notice to each of the other parties. All notices,
statements, requests, demands and other communications provided for hereunder
shall be given by overnight delivery or first class mail with postage prepaid
by registered or certified mail, addressed as aforesaid, or sent by facsimile
with telephonic confirmation of receipt, except that all notices hereunder
shall not be effective until received.



51









 





     Section 10.05 Costs, Expenses and Taxes. Borrower agrees to pay on demand
all costs and expenses of Agent, including, but not limited to, (a)
syndication, administration, travel and out-of-pocket expenses, including but
not limited to attorneys’ fees and expenses, of Agent in connection with the
preparation, negotiation and closing of the Loan Documents and the
administration of the Loan Documents, the collection and disbursement of all
funds hereunder and the other instruments and documents to be delivered
hereunder, (b) extraordinary expenses of Agent in connection with the
administration of the Loan Documents and the other instruments and documents to
be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses
of special counsel for Agent, with respect to the foregoing, and of local
counsel, if any, who may be retained by said special counsel with respect
thereto. Borrower also agrees to pay on demand all costs and expenses of Agent
and the Banks, including reasonable attorneys’ fees, in connection with the
restructuring or enforcement of the Debt, this Agreement or any Related
Writing. In addition, Borrower shall pay any and all stamp and other taxes and
fees payable or determined to be payable in connection with the execution and
delivery of the Loan Documents, and the other instruments and documents to be
delivered hereunder, and agrees to hold Agent and each Bank harmless from and
against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes or fees.



     Section 10.06 Indemnification. Borrower agrees to defend, indemnify and
hold harmless Agent and the Banks (and their respective Affiliates, officers,
directors, attorneys, agents and employees) from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including attorneys’ fees) or disbursements of any kind
or nature whatsoever that may be imposed on, incurred by or asserted against
Agent or any Bank in connection with any investigative, administrative or
judicial proceeding (whether or not such Bank or Agent shall be designated a
party thereto) or any other claim by any Person relating to or arising out of
any Loan Document or any actual or proposed use of proceeds of the Loans or any
of the Debt, or any activities of any Company or any Obligor or any of their
respective Affiliates; provided that no Bank nor Agent shall have the right to
be indemnified under this Section for its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction. All obligations
provided for in this Section 10.06 shall survive any termination of this
Agreement.



     Section 10.07 Obligations Several; No Fiduciary Obligations. The
obligations of the Banks hereunder are several and not joint. Nothing contained
in this Agreement and no action taken by Agent or the Banks pursuant hereto
shall be deemed to constitute the Banks a partnership, association, joint
venture or other entity. No default by any Bank hereunder shall excuse the
other Banks from any obligation under this Agreement; but no Bank shall have or
acquire any additional obligation of any kind by reason of such default. The
relationship among Borrower and the Banks with respect to the Loan Documents
and the Related Writings is and shall be solely that of debtor and creditors,
respectively, and neither Agent nor any Bank shall have any fiduciary
obligation toward Borrower with respect to any such documents or the
transactions contemplated thereby.



     Section 10.08 Execution In Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts and by facsimile signature, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement.



52









 





     Section 10.09 Binding Effect; Borrower’s Assignment. This Agreement shall
become effective when it shall have been executed by Borrower, Agent and by
each Bank and thereafter shall be binding upon and inure to the benefit of
Borrower, Agent and each of the Banks and their respective successors and
assigns, except that Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of Agent and
all of the Banks.



     Section 10.10 Assignments.



     (a) Each Bank shall have the right, in accordance with the terms and
conditions of this Section 10.10, at any time or times to assign to one or more
commercial banks, finance companies, insurance companies or other financial
institution or fund which, in each case, in the ordinary course of business
extends credit of the type contemplated herein and whose becoming an assignee
would not constitute a prohibited transaction under Section 4975 of ERISA,
without recourse, all or a percentage of all of such Bank’s Commitment, all
Loans made by such Bank, such Bank’s Notes, and such Bank’s interest in any
participation purchased pursuant to Section 2.01B or Section 8.04 hereof.



     (b) No assignment may be consummated pursuant to this Section 10.10
without the prior written consent of Borrower and Agent (other than an
assignment by any Bank to any Affiliate of such Bank which Affiliate is either
wholly-owned by such Bank or is wholly-owned by a Person that wholly owns,
either directly or indirectly, such Bank), which consent of Borrower and Agent
shall not be unreasonably withheld; provided, however, that, Borrower’s consent
shall not be required if, at the time of the proposed assignment, any Default
or Event of Default shall then exist. Anything herein to the contrary
notwithstanding, any Bank may at any time make a collateral assignment of all
or any portion of its rights under the Loan Documents to a Federal Reserve
Bank, and no such assignment shall release such assigning Bank from its
obligations hereunder.



     (c) Each assignment made pursuant to this Section 10.10 shall be in a
minimum amount of the lesser of Five Million Dollars ($5,000,000) of the
assignor’s Revolving Commitment and interest herein or the entire amount of the
assignor’s Revolving Commitment and interest herein.



     (d) Unless an assignment made pursuant to this Section 10.09 shall be to
an Affiliate of the assignor or the assignment shall be due to merger of the
assignor or for regulatory purposes, either the assignor or the assignee shall
remit to Agent, for its own account, an administrative fee of Three Thousand
Five Hundred Dollars ($3,500).



     (e) Unless an assignment made pursuant to this Section 10.10 shall be due
to merger of the assignor or a collateral assignment for regulatory purposes,
the assignor shall (i) cause the assignee to execute and deliver to Borrower
and Agent an Assignment Agreement and (ii) execute and deliver, or cause the
assignee to execute and deliver, as the case may be, to Agent such additional
amendments, assurances and other writings as Agent may reasonably require.



53









 





     (f) If an assignment made pursuant to this 10.10 is to be made to an
assignee that is organized under the laws of any jurisdiction other than the
United States or any state thereof, the assignor Bank shall cause such
assignee, at least five Business Days prior to the effective date of such
assignment, (i) to represent to the assignor Bank (for the benefit of the
assignor Bank, Agent and Borrower) that under applicable law and treaties no
taxes will be required to be withheld by Agent, Borrower or the assignor with
respect to any payments to be made to such assignee in respect of the Loans
hereunder, (ii) to furnish to the assignor (and, in the case of any assignee
registered in the Register (as defined below), Agent and Borrower) either (A)
U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form
W-8BEN or (B) United States Internal Revenue Service Forms W-8 or W-9, as
applicable (wherein such assignee claims entitlement to complete exemption from
U.S. federal withholding tax on all interest payments hereunder), and (iii) to
agree (for the benefit of the assignor, Agent and Borrower) to provide the
assignor Bank (and, in the case of any assignee registered in the Register,
Agent and Borrower) a new Form W-8ECI or Form W-8BEN or Forms W-8 or W-9, as
applicable, upon the expiration or obsolescence of any previously delivered
form and comparable statements in accordance with applicable U.S. laws and
regulations and amendments duly executed and completed by such assignee, and to
comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption.



     (g) Upon satisfaction of all applicable requirements specified in subparts
(a) though (f) above, Borrower shall execute and deliver (i) to Agent, the
assignor and the assignee, any consent or release (of all or a portion of the
obligations of the assignor) required to be delivered by Borrower in connection
with the Assignment Agreement, and (ii) to the assignee or the assignor (if
applicable), an appropriate Note or Notes. After delivery of the new Note or
Notes, the assignor’s Note or Notes being replaced shall be returned to
Borrower marked “replaced”.



     (h) Upon satisfaction of all applicable requirements specified in subparts
(a) though (f) above, and any other condition contained in this Section 10.10,
(i) the assignee shall become and thereafter be deemed to be a “Bank” for the
purposes of this Agreement, (ii) the Assignor shall be released from its
obligations hereunder to the extent its interest has been assigned, (iii) in
the event that the assignor’s entire interest has been assigned, the assignor
shall cease to be and thereafter shall no longer be deemed to be a “Bank” and
(iv) the signature pages hereto and Schedule 1 hereto shall be automatically
amended, without further action, to reflect the result of any such assignment.



     (i) Agent shall maintain at the address for notices referred to in Section
10.04 hereof a copy of each Assignment Agreement delivered to it and a register
(the “Register”) for the recordation of the names and addresses of the Banks
and the Revolving Commitment of, and principal amount of the Loans owing to,
each Bank from time to time. The entries in the Register shall be conclusive,
in the absence of manifest error, and Borrower, Agent and the Banks may treat
each financial institution whose name is recorded in the Register as the owner
of the Loan recorded therein for all purposes of this Agreement. The Register
shall be available for inspection by Borrower or any Bank at any reasonable
time and from time to time upon reasonable prior notice.



54









 





     Section 10.11 Participations.



     (a) Each Bank shall have the right at any time or times, without the
consent of Agent or Borrower, to sell one or more participations or
sub-participations to a financial institution or other “accredited investor”
(as defined in SEC Regulation D), as the case may be, in all or any part of
such Bank’s Commitment, such Bank’s Commitment Percentage, any Loan made by
such Bank, any Note delivered to such Bank pursuant to this Agreement, and such
Bank’s interest in any participation, if any, purchased pursuant to Section
2.01B, Section 8.04 or this Section 10.11.



     (b) The provisions of Article III and Section 10.06 shall inure to the
benefit of each purchaser of a participation or sub-participation and Agent
shall continue to distribute payments pursuant to this Agreement as if no
participation has been sold.



     (c) If any Bank shall sell any participation or sub-participation pursuant
to this Section 10.11, such Bank shall, as between itself and the purchaser,
retain all of its rights (including, without limitation, rights to enforce
against Borrower the Loan Documents and the Related Writings) and duties
pursuant to the Loan Documents and the Related Writings, including, without
limitation, such Bank’s right to approve any waiver, consent or amendment
pursuant to Section 10.03, except if and to the extent that any such waiver,
consent or amendment would:




     (i) reduce any fee or commission allocated to the participation or
sub-participation, as the case may be,




     (ii) reduce the amount of any principal payment on any Loan
allocated to the participation or sub-participation, as the case may be,
or reduce the principal amount of any Loan so allocated or the rate of
interest payable thereon, or




     (iii) extend the time for payment of any amount allocated to the
participation or sub-participation, as the case may be.



     (d) No participation or sub-participation shall operate as a delegation of
any duty of the seller thereof.



     (e) Under no circumstance shall any participation or sub-participation be
deemed a novation in respect of all or any part of the seller’s obligations
pursuant to this Agreement.



     Section 10.12 Severability Of Provisions; Captions; Attachments. Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction. The several captions to Sections and subsections
herein are inserted for convenience only and shall be ignored in interpreting
the provisions of this Agreement. Each schedule or exhibit attached to this
Agreement shall be incorporated herein an shall be deemed to be a part hereof.



55









 





     Section 10.13 Investment Purpose. Each of the Banks represents and
warrants to Borrower that it is entering into this Agreement with the present
intention of acquiring any Note issued pursuant hereto for investment purposes
only and not for the purpose of distribution or resale, it being understood,
however, that each Bank shall at all times retain full control over the
disposition of its assets.



     Section 10.14 Entire Agreement. This Agreement, any Note and any other
Loan Document or other agreement, document or instrument attached hereto or
executed on or as of the Closing Date integrate all the terms and conditions
mentioned herein or incidental hereto and supersede all oral representations
and negotiations and prior writings with respect to the subject matter hereof.



     Section 10.15 Governing Law; Submission to Jurisdiction. This Agreement,
each of the Notes and any Related Writing shall be governed by and construed in
accordance with the laws of the State of Ohio and the respective rights and
obligations of Borrower and the Banks shall be governed by Ohio law, without
regard to principles of conflict of laws. Borrower hereby irrevocably submits
to the non-exclusive jurisdiction of any Ohio state or federal court sitting in
Cleveland, Ohio, over any action or proceeding arising out of or relating to
this Agreement, the Debt or any Related Writing, and Borrower hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such Ohio state or federal court. Borrower, on
behalf of itself and its Subsidiaries, hereby irrevocably waives, to the
fullest extent permitted by law, any objection it may now or hereafter have to
the laying of venue in any action or proceeding in any such court as well as
any right it may now or hereafter have to remove such action or proceeding,
once commenced, to another court on the grounds of FORUM NON CONVENIENS or
otherwise. Borrower agrees that a final, nonappealable judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.



     Section 10.16 Legal Representation of Parties. The Loan Documents were
negotiated by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring this Agreement or any
other Loan Document to be construed or interpreted against any party shall not
apply to any construction or interpretation hereof or thereof.



     Section 10.17 Judgment Currency. If Agent, on behalf of the Banks,
obtains a judgment or judgments against Borrower in an Alternate Currency, the
obligations of Borrower in respect of any sum adjudged to be due to Agent or
the Banks hereunder or under the Notes (the “Judgment Amount”) shall be
discharged only to the extent that, on the Business Day following receipt by
Agent of the Judgment Amount in the Alternate Currency, Agent, in accordance
with normal banking procedures, purchases Dollars with the Judgment Amount in
such Alternate Currency. If the amount of Dollars so purchased is less than
the amount of Dollars that could have been purchased with the Judgment Amount
on the date or dates the Judgment Amount (excluding the portion of the Judgment
Amount which has accrued as a result of the failure of Borrower to pay the sum
originally due hereunder or under the Notes when it was originally due
hereunder or under the Notes) was originally due and owing to Agent or the
Banks hereunder or under the Notes (the “Original Due Date”) (the “Loss”),
Borrower agrees as a separate obligation and notwithstanding any such judgment,
to indemnify Agent or such Bank,



56









 




as the case may be, against the Loss, and if the amount of Dollars so
purchased exceeds the amount of Dollars that could have been purchased with the
Judgment Amount on the Original Due Date, Agent or such Bank agrees to remit
such excess to Borrower.




     Section 10.18 Existing Credit Agreement. Each Bank that is a party to the
Existing Credit Agreement hereby waives the three (3) Business Day notice
requirement for termination of the commitments as set forth in Section 2.6 of
the Existing Credit Agreement and each such Bank agrees that upon the
effectiveness of this Agreement and the payment in full of all Indebtedness and
other obligations owing under the Existing Credit Agreement, the Existing
Credit Agreement shall be deemed terminated.



[Remainder of page intentionally left blank]





57









 








     Section 10.19 JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.



	 	 	 	 	 	 	 
	Address:	 	28601 Clemens Road	 	NORDSON CORPORATION
	

	 	Westlake, Ohio 44145	 	 	 	 
	

	 	Attention: Vice President-Finance
	 	By:	 	 
	

	 	 	 	 	

	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	Address:	 	KeyTower	 	KEYBANK NATIONAL ASSOCIATION,
	

	 	127 Public Square
	 	 	 	as Lead Arranger, Book Runner
	

	 	Cleveland, Ohio 44114
	 	 	 	and Administrative Agent and
	

	 	Attention: KCIB Loan Services
	 	 	 	as a Bank
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	

	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:







[Other Signature Pages to Follow]




58









 








	 	 	 	 	 	 	 
	Address:	 	 	 	[	 	]
	 	 	
	 	
	 
	

	 	 	 	 	 	 
	

	 	

	 	 	 
	

	 	 	 	By:	 	 
	

	 	

	 	
	 
	

	 	 	 	 	      Name:	 
	

	 	Attention:
	 	 	      Title:	 
	

	 	 
	
	 	 	 







Signature Page to Credit Agreement

for Nordson Corporation Dated October 19, 2004




 









 








Schedule 1




Banks and Commitments




	 	 	 	 	 	 	 	 	 
	 	 	Commitment	 	Revolving Commitment
	Bank
	 	Percentage
	 	Amount

	KeyBank National Association
	 	 	12.00	%	 	$	24,000,000.00	 
	Harris Trust & Savings Bank
	 	 	9.00	%	 	$	18,000,000.00	 
	The Bank of Tokyo-Mitsubishi,
Ltd., Chicago Branch
	 	 	9.00	%	 	$	18,000,000.00	 
	Wells Fargo Bank, National
Association
	 	 	9.00	%	 	$	18,000,000.00	 
	JPMorgan Chase Bank
	 	 	9.00	%	 	$	18,000,000.00	 
	PNC Bank, National Association
	 	 	8.00	%	 	$	16,000,000.00	 
	Fifth Third Bank
	 	 	8.00	%	 	$	16,000,000.00	 
	Calyon New York Branch
	 	 	8.00	%	 	$	16,000,000.00	 
	The Northern Trust Company
	 	 	6.00	%	 	$	12,000,000.00	 
	Bayerische Hypo-und
Vereinsbank AG, New York
Branch
	 	 	6.00	%	 	$	12,000,000.00	 
	The Bank of New York
	 	 	6.00	%	 	$	12,000,000.00	 
	National City Bank
	 	 	5.00	%	 	$	10,000,000.00	 
	Huntington National Bank
	 	 	5.00	%	 	$	10,000,000.00	 
	 
	 	 	100.00	%	 	 	 	 
	Total Commitment Amount:
	 	 	 	 	 	$	200,000,000.00	 
	 
	 	 	 	 	 	 	
 	 







 









 






EXHIBIT A




REVOLVING NOTE




			
	$                                                         
	 	Cleveland, Ohio
	 	 	 
	
	 	October 19, 2004







     FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION (“Borrower”)
promises to pay on the last day of the Commitment Period, as defined in the
Credit Agreement (as hereinafter defined), to the order of                                        (“Bank”)
at the Main Office of KEYBANK NATIONAL ASSOCIATION, as Agent, 127 Public
Square, Cleveland, Ohio 44114-1306 the principal sum of



			
	       
                                          
	   
.. . . . . . . . . . . . . . . . .
.. . . . . . . . . . . . . . . . .

.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
	DOLLARS





or the aggregate unpaid principal amount of all Revolving Loans, as defined in
the Credit Agreement, made by Bank to Borrower pursuant to Section 2.01A of the
Credit Agreement, whichever is less, in lawful money of the United States of
America, provided, that Alternate Currency Loans, as defined in the Credit
Agreement, shall be payable in the applicable Alternate Currency, as defined in
the Credit Agreement. In addition, Borrower shall pay any additional amount
that is required to be paid pursuant to Section 10.17 of the Credit Agreement.
As used herein, “Credit Agreement” means the Credit Agreement dated as of
October 19, 2004, among Borrower, the banks named therein (including in their
respective special agency capacities) and KeyBank National Association, as
Agent, as the same may from time to time be amended, restated or otherwise
modified. Capitalized terms used herein shall have the meanings ascribed to
them in the Credit Agreement.




     Borrower also promises to pay interest on the unpaid principal amount of
each Revolving Loan from time to time outstanding, from the date of such
Revolving Loan until the payment in full thereof, at the rates per annum that
shall be determined in accordance with the provisions of Section 2.01A of the
Credit Agreement. Such interest shall be payable on each date provided for in
such Section 2.01A; provided, however, that interest on any principal portion
that is not paid when due shall be payable on demand.



     The portions of the principal sum hereof from time to time representing
Base Rate Loans and Fixed Rate Loans, and payments of principal of any thereof,
shall be shown on the records of Bank by such method as Bank may generally
employ; provided, however, that failure to make any such entry shall in no way
detract from Borrower’s obligations under this Note.



     If this Note shall not be paid at maturity, whether such maturity occurs
by reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid
interest thereon shall bear interest, until paid, at a rate per annum equal to
the Default Rate. All payments of principal of and interest on this Note shall
be made in immediately available funds.



 









 





     This Note is one of the Revolving Notes referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to anticipate payments hereof, the right of the holder
hereof to declare this Note due prior to its stated maturity, and other terms
and conditions upon which this Note is issued.



     Except as expressly provided in the Credit Agreement, Borrower expressly
waives presentment, demand, protest and notice of any kind.



     JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS RELATED THERETO.


	 	 	 	 	 
	 	NORDSON CORPORATION

 	 
	 	By:  	 	 
	 	 	      Name:  	 	 
	 	 	      Title:  	 	 




2









 






	 	 	 	 	 



EXHIBIT B




SWING LINE NOTE




			
	$15,000,000
	 	Cleveland, Ohio
	 	 	 
	
	 	October 19, 2004







     FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION, an Ohio
corporation (“Borrower”), promises to pay to the order of KEYBANK NATIONAL
ASSOCIATION (“Bank”) at the Main Office of KEYBANK NATIONAL ASSOCIATION, Agent,
127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of





			
	FIFTEEN MILLION
	
.. . . . . . . . . . . . . . . . .
.. . . . . . . . . . . . . . . . . . . .
.. . . . . . . . . . . . . . . . . . . .
.. . . . . . . . . . . . . . . . . . .
	AND 00/100 DOLLARS







     or, if less, the aggregate unpaid principal amount of all Swing Loans, as
defined in the Credit Agreement (as hereinafter defined) made by Bank to
Borrower pursuant to Section 2.01B of the Credit Agreement, in lawful money of
the United States of America on the earlier of the last day of the Commitment
Period, as defined in the Credit Agreement, or, with respect to each Swing
Loan, the Swing Loan Maturity Date applicable thereto. As used herein, “Credit
Agreement” means the Credit Agreement dated as of October 19, 2004, among
Borrower, the banks named therein (including in their respective special agency
capacities) and KeyBank National Association, as Agent, as the same may from
time to time be amended, restated or otherwise modified. Capitalized terms used
herein shall have the meanings ascribed to them in the Credit Agreement.



     Borrower also promises to pay interest on the unpaid principal amount of
each Swing Loan from time to time outstanding, from the date of such Swing Loan
until the payment in full thereof, at the rates per annum which shall be
determined in accordance with the provisions of Section 2.01B of the Credit
Agreement. Such interest shall be payable on each date provided for in such
Section 2.01B; provided, however, that interest on any principal portion which
is not paid when due shall be payable on demand.



     The principal sum hereof from time to time and the payments of principal
and interest thereon of either hereof, shall be shown on the records of Bank by
such method as Bank may generally employ; provided, however, that failure to
make any such entry shall in no way detract from Borrower’s obligations under
this Note.



     If this Note shall not be paid at maturity, whether such maturity occurs
by reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid
interest thereon shall bear interest, until paid, at a rate per annum equal to
the Default Rate. All payments of principal of and interest on this Note shall
be made in immediately available funds.



     This Note is the Swing Line Note referred to in the Credit Agreement.
Reference is made to the Credit Agreement for a description of the right of the
undersigned to anticipate payments



3









 




hereof, the right of the holder hereof to declare this Note due prior to
its stated maturity, and other terms and conditions upon which this Note is
issued.




     Except as expressly provided in the Credit Agreement, Borrower expressly
waives presentment, demand, protest and notice of any kind.



     JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


	 	 	 	 	 
	 	NORDSON CORPORATION

 	 
	 	By:  	 	 
	 	 	         Name:  	 	 
	 	 	         Title:  	 	 




4









 






	 	 	 	 	 



EXHIBIT C




NOTICE OF LOAN




[Date]                                                         , 20                   




KeyBank National Association, as Agent

127 Public Square

Cleveland, Ohio 44114-0616

Attention:
       
                    




Ladies and Gentlemen:





     The undersigned, NORDSON CORPORATION, refers to the Credit Agreement,
dated as of October 19, 2004 (“Credit Agreement”, the terms defined therein
being used herein as therein defined), among the undersigned, the Banks
(including in their respective special agency capacities), as defined in the
Credit Agreement, and KeyBank National Association, as Agent, and hereby gives
you notice, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Loan under the Credit Agreement, and in
connection therewith sets forth below the information relating to the Loan (the
“Proposed Loan”) as required by Section 2.02 of the Credit Agreement:



     (a) The Business Day of the Proposed Loan is                                       , 20                   .



     (b) The amount of the Proposed Loan is $                                                         .



     (c) The Proposed Loan is to be a Base Rate Loan                     /Eurodollar Loan                    /
Alternate Currency Loan                    /Swing Loan                   (Check one.)



     (d) If the Proposed Loan is an Alternate Currency Loan, the Alternate
Currency requested is                                       .



     (e) If the Proposed Loan is a Fixed Rate Loan, the Interest Period
requested is one month                    , two months                    , three months                    , six months                    .
(Check one.)



     The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the Proposed Loan:




     (i) the representations and warranties contained in each Loan
Document are correct, before and after giving effect to the Proposed Loan
and the application of the proceeds therefrom, as though made on and as
of such date;




     (ii) no event has occurred and is continuing, or would result from
such Proposed Loan, or the application of proceeds therefrom, that
constitutes a Default or Event of Default; and



 









 






     (iii) the conditions set forth in Section 2.02 and Article IV of the
Credit Agreement have been satisfied.


	 	 	 	 	 
	 	NORDSON CORPORATION

 	 
	 	By:  	 	 
	 	 	         Name:  	 	 
	 	 	         Title:  	 	 




2









 






	 	 	 	 	 



EXHIBIT D




COMPLIANCE CERTIFICATE




For Fiscal Quarter ended                                                          




THE UNDERSIGNED HEREBY CERTIFIES THAT:





     (1) I am the duly elected [Vice President-Finance][Chief Financial
Officer] of NORDSON CORPORATION, an Ohio corporation (“Borrower”);



     (2) I am familiar with the terms of that certain Credit Agreement, dated
as of October 19, 2004, among the undersigned, the Banks (including in their
respective special agency capacities), as defined in the Credit Agreement, and
KeyBank National Association, as Agent (as the same may from time to time be
amended, restated or otherwise modified, the “Credit Agreement”, the terms
defined therein being used herein as therein defined), and the terms of the
other Loan Documents, and I have made, or have caused to be made under my
supervision, a review in reasonable detail of the transactions and condition of
Borrower and its Subsidiaries during the accounting period covered by the
attached financial statements;



     (3) The review described in paragraph (2) above did not disclose, and I
have no knowledge of, the existence of any condition or event that constitutes
or constituted a Default or Event of Default, at the end of the accounting
period covered by the attached financial statements or as of the date of this
Certificate;



     (4) The representations and warranties made by Borrower contained in each
Loan Document are true and correct as though made on and as of the date hereof;
and



     (5) Set forth on Attachment I hereto are calculations of the financial
covenants set forth in Section 5.07 of the Credit Agreement, which calculations
show compliance with the terms thereof and a calculation of Consolidated Total
Assets.



     IN WITNESS WHEREOF, I have signed this certificate the                     day of
                                      , 20                   .


	 	 	 	 	 
	 	NORDSON CORPORATION

 	 
	 	By:  	 	 
	 	 	         Name:  	 	 
	 	 	         Title:  	 	 




 









 






	 	 	 	 	 



EXHIBIT E




FORM OF




ASSIGNMENT AND ASSUMPTION AGREEMENT





     This Assignment and Assumption Agreement (the “Assignment”) is dated as of
the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Credit Agreement identified below (as the
same may from time to time be amended, restated or otherwise modified, the
“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a
part of this Assignment as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Agent as contemplated below, the interest in and to all of the Assignor’s
rights and obligations under the Credit Agreement and any other documents or
instruments delivered pursuant thereto that represents the amount and
percentage interest identified below of all of the Assignor’s outstanding
rights and obligations under the respective facilities identified below,
including, to the extent included in any such facilities, Letters of Credit and
Swing Loans (the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment,
without representation or warranty by the Assignor.



	 	 	 	 	 
	1.

	 	Assignor:
	 	                                                                            
	 
	 	 	 	 
	2.

	 	Assignee:
	 	                                                                            
	 
	 	 	 	 
	3.

	 	Borrower
	 	NORDSON CORPORATION
	 
	 	 	 	 
	4.

	 	Agent:
	 	KEYBANK NATIONAL ASSOCIATION, as Agent under

the Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	The $200,000,000 Credit Agreement dated as
of October 19, 2004, among NORDSON CORPORATION, the Banks parties
thereto, KEYBANK NATIONAL ASSOCIATION, as Agent, and the other agent
a party thereto.








 










 





     6. Assigned Interest:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	 	 	 
	 	 	Amount of	 	Amount of	 	Percentage
	 	 	Commitment/Loans	 	Commitment/Loans	 	Assigned of
	 Facility Assigned
	 	for all Banks
	 	Assigned
	 	Commitment/Loans1

	__________________1
	 	$	                    	 	 	$	                    	 	 	 	          	%
	__________________
	 	$	                    	 	 	$	                    	 	 	 	          	%
	__________________
	 	$	                    	 	 	$	                    	 	 	 	          	%







     Effective Date:                     , 20           [TO BE INSERTED BY AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]



     The terms set forth in this Assignment are hereby agreed to:



	 	 	 	 	 
	 	 	ASSIGNOR
	 	 	[NAME OF ASSIGNOR]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 	 	ASSIGNEE
	 	 	[NAME OF ASSIGNEE]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	








	 	 	 	 	 	 	 
	[Consented to and]2 Accepted:
	 
	 	 
	KEYBANK NATIONAL ASSOCIATION, as Agent
	 
	 	 
	By:
	 	 
	

	 	

	Name:
	 	 
	

	 	

	Title:
	 	 
	

	 	














	 	 	1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Banks thereunder.
	 
	 	 	2 To be added only if the consent of Agent is required by the terms of the
Credit Agreement.




2









 










	 	 	 	 	 	 	 
	[Consented to:]3
	 
	 	 
	NORDSON CORPORATION
	 
	 	 
	By:
	 	 
	

	 	

	Name:
	 	 
	

	 	

	Title:
	 	 
	

	 	














	 	 	3 To be added only if the consent of the Borrower is required by the terms of
the Credit Agreement.




3









 










ANNEX 1




$200,000,000 Amended and Restated Credit Agreement

for Nordson Corporation

dated as of October 19, 2004




STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT




     1. Representations and Warranties.



     1.1. Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with any
Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document delivered pursuant thereto, other than this Assignment
(herein, collectively, the “Credit Documents”), or any collateral thereunder,
(iii) the financial condition of the Borrower, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Credit Document or
(iv) the performance or observance by the Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Credit Document.



     1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby
and to become a Bank under the Credit Agreement, (ii) it meets all requirements
of an eligible assignee under Section 10.10(a) of the Credit Agreement, (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Bank thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.03 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision,
and (v) if it is an assignee described in Section 10.10(f) of the Credit
Agreement, attached to the Assignment is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently
and without reliance on Agent, the Assignor or any other Bank, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Documents, and (ii) it will perform in accordance with their terms
all of the obligations that by the terms of the Credit Documents are required
to be performed by it as a Bank.



     2. Payments. From and after the Effective Date, Agent shall make all
payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other



 









 




amounts) to the Assignor for amounts that have accrued to (but excluding)
the Effective Date and to the Assignee for amounts that have accrued from and
after the Effective Date.




     3. General Provisions. This Assignment shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart
of a signature page of this Assignment by telecopy shall be effective as
delivery of a manually executed counterpart of this Assignment. This
Assignment shall be governed by, and construed in accordance with, the law of
the State of Ohio, without regard to principles of conflicts of laws.



[End of Annex 1]





2