Exhibit 10.2 



FIVE YEAR CREDIT
AGREEMENT 



Dated as of July 27,
2004 



        SNAP-ON
INCORPORATED, a Delaware corporation (the “Borrower”), the banks,
financial institutions and other institutional lenders (the “Initial
Lenders”) listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC., as
sole lead arranger and book manager, and CITIBANK, N.A. (“Citibank”), as
administrative agent (the “Agent”) for the Lenders (as hereinafter
defined), agree as follows: 



ARTICLE I 



DEFINITIONS AND
ACCOUNTING TERMS 



        SECTION
1.01. Certain Defined Terms. 



        As
used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms
defined): 



	 	        “Advance”means
a Revolving Credit Advance or a Competitive Bid Advance.  







	 	        “Affiliate”means,
as to any Person, any other Person that, directly or indirectly, controls, is controlled
by or is under common control with such Person or is a director or officer of such
Person. For purposes of this definition, the term “control” (including the
terms “controlling”, “controlled by” and “under common control
with”) of a Person means the possession, direct or indirect, of the power to vote 5%
or more of the Voting Stock of such Person or to direct or cause the direction of the
management and policies of such Person, whether through the ownership of Voting Stock, by
contract or otherwise.  







	 	        “Agent’s
Account” means (a) in the case of Advances denominated in Dollars, the
account of the Agent maintained by the Agent at Citibank at its office at 399 Park Avenue,
New York, New York 10043, Account No. 36852248, Attention: Bank Loan Syndications,
(b) in the case of Advances denominated in any Foreign Currency, the account of the
Sub-Agent designated in writing from time to time by the Agent to the Borrower and the
Lenders for such purpose and (c) in any such case, such other account of the Agent as
is designated in writing from time to time by the Agent to the Borrower and the Lenders
for such purpose. 







	 	        “Applicable
Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency
Lending Office in the case of a Eurocurrency Rate Advance and, in the case of a
Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as
its Applicable Lending Office with respect to such Competitive Bid Advance. 







	 	        “Applicable
Margin” means (a) for Base Rate Advances, 0% per annum and (b) for Eurocurrency
Rate Advances, as of any date, a percentage per annum determined by reference to the
Public Debt Rating in effect on such date as set forth below: 










	

	Public Debt Rating

S&P/Moody's
	Applicable Margin for

Eurocurrency Rate Advances

	Level 1	 
	AA- or Aa2 or above
	0.150%

	Level 2
	A+ or A1
	0.140%

	Level 3
	A or A2
	0.180%

	Level 4
	A- or A3
	0.215%

	Level 5
	BBB+ or Baa1
	0.375%

	Level 6
	Lower than Level 5
	0.550%
















	 	        “Applicable
Percentage” means, as of any date, a percentage per annum determined by reference
to the Public Debt Rating in effect on such date as set forth below: 







	

	Public Debt Rating

S&P/Moody's
	Applicable

Percentage

	Level 1	 
	AA- or Aa2 or above
	0.050%

	Level 2
	A+ or A1
	0.060%

	Level 3
	A or A2
	0.070%

	Level 4
	A- or A3
	0.085%

	Level 5
	BBB+ or Baa1
	0.125%

	Level 6
	Lower than Level 5
	0.150%








	 	        “Applicable
Utilization Fee” means, as of any date that the aggregate Advances exceed 33% of
the aggregate Commitments, a percentage per annum determined by reference to the Public
Debt Rating in effect on such date as set forth below: 








	

	Public Debt Rating

S&P/Moody's
	Applicable

Utilization Fee

	Level 1	 
	AA- or Aa2 or above
	0.050%

	Level 2
	A+ or A1
	0.100%

	Level 3
	A or A2
	0.100%

	Level 4
	A- or A3
	0.100%

	Level 5
	BBB+ or Baa1
	0.125%

	Level 6
	Lower than Level 5
	0.150%







	 	        “Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender and
an Eligible Assignee, and accepted by the Agent, in substantially the form of
Exhibit C hereto. 







	 	        “Assuming
Lender” has the meaning specified in Section 2.18(d).  







	 	        “Assumption
Agreement” has the meaning specified in Section 2.18(d).  








2 









	 	        “Base
Rate” means a fluctuating interest rate per annum in effect from time to time,
which rate per annum shall at all times be equal to the highest of: 







	 	        (a)                      the
rate of interest announced publicly by Citibank in New York,                New York,
from time to time, as Citibank’s base rate;  







	 	        (b)                      the
sum (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%,
               to the next higher 1/4 of 1%) of (i) 1⁄2 of 1% per annum, plus               (ii) the
rate obtained by dividing (A) the latest three-week moving                average of
secondary market morning offering rates in the United States for
               three-month certificates of deposit of major United States money market
banks,                such three-week moving average (adjusted to the basis of a year of
360 days)                being determined weekly on each Monday (or, if such day is not a
Business Day,                on the next succeeding Business Day) for the three-week
period ending on the                previous Friday by Citibank on the basis of such
rates reported by certificate                of deposit dealers to and published by the
Federal Reserve Bank of New York                or, if such publication shall be
suspended or terminated, on the basis of                quotations for such rates
received by Citibank from three New York                certificate of deposit
dealers of recognized standing selected by Citibank, by                (B) a
percentage equal to 100% minus the average of the daily percentages
               specified during such three-week period by the Board of Governors of the
Federal                Reserve System (or any successor) for determining the maximum
reserve                requirement (including, but not limited to, any emergency,
supplemental or other                marginal reserve requirement) for Citibank with
respect to liabilities                consisting of or including (among other
liabilities) three-month U.S. dollar                non-personal time deposits in the
United States, plus (iii) the average                during such three-week period
of the annual assessment rates estimated by                Citibank for determining the
then current annual assessment payable by Citibank                to the Federal Deposit
Insurance Corporation (or any successor) for insuring                U.S. dollar deposits
of Citibank in the United States; and  







	 	        (c)                      1⁄2 of
one percent per annum above the Federal Funds Rate.  







	 	        “Base
Rate Advance” means a Revolving Credit Advance denominated in Dollars that bears
interest as provided in Section 2.07(a)(i). 







	 	        “Borrowing”means
a Revolving Credit Borrowing or a Competitive Bid Borrowing.  







	 	        “Business
Day” means a day of the year on which banks are not required or authorized by law
to close in New York City and, if the applicable Business Day relates to any
Eurocurrency Rate Advances or LIBO Rate Advances, on which dealings are carried on in the
London interbank market and banks are open for business in London and in the country of
issue of the currency of such Eurocurrency Rate Advance or LIBO Rate Advance (or, in the
case of an Advance denominated in the euro, in Frankfurt, Germany) and, if the applicable
Business Day relates to any Local Rate Advances on which banks are open for business in
the country of issue of the currency of such Local Rate Advance. 







	 	        “Commitment”
means as to any Lender (a) the Dollar amount set forth opposite such Lender’s
name on Schedule I hereto, (b) if such Lender has become a Lender hereunder pursuant to an
Assumption Agreement, the Dollar amount set forth in such Assumption Agreement or
(c) if such Lender has entered into any Assignment and Acceptance, the Dollar amount
set forth for such Lender in the Register maintained by the Agent pursuant to
Section 8.07(d), as such amount may be reduced pursuant to Section 2.05. 







	 	        “Commitment
Date” has the meaning specified in Section 2.18(b).  







	 	        “Commitment
Increase”has the meaning specified in Section 2.18(a).  







	 	        “Committed
Currencies” means lawful currency of the United Kingdom of Great Britain and
Northern Ireland, lawful currency of The Swiss Federation, lawful currency of Canada,
lawful currency of Australia, lawful currency of Japan, lawful currency of the European
Economic and Monetary Union and any other currency that is freely convertible into Dollars
and available to all Lenders. 








3 









	 	        “Competitive
Bid Advance” means an advance by a Lender to the Borrower as part of a
Competitive Bid Borrowing resulting from the competitive bidding procedure described in
Section 2.03 and refers to a Fixed Rate Advance, a LIBO Rate Advance or a Local Rate
Advance. 







	 	        “Competitive
Bid Borrowing” means a borrowing consisting of simultaneous Competitive Bid
Advances from each of the Lenders whose offer to make one or more Competitive Bid Advances
as part of such borrowing has been accepted under the competitive bidding procedure
described in Section 2.03. 







	 	        “Competitive
Bid Note” means a promissory note of the Borrower payable to the order of any
Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness
of the Borrower to such Lender resulting from a Competitive Bid Advance made by such
Lender. 







        “Competitive
Bid Reduction” has the meaning specified in Section 2.01. 



	 	        “Confidential
Information” means information that the Borrower furnishes (or is furnished on
behalf of the Borrower) to the Agent or any Lender, but does not include any such
information that is or becomes generally available to the public or that is or becomes
available to the Agent or such Lender from a source other than the Borrower (or a Person
furnishing information on behalf of the Borrower) that is not, to the knowledge of the
Agent or such Lender, acting in violation of a confidentiality agreement with the
Borrower. 







	 	        “Consenting
Lender” has the meaning specified in Section 2.18(b).  







	 	        “Consolidated”refers
to the consolidation of accounts in accordance with GAAP.  







	 	        “Convert”,
“Conversion” and “Converted” each refers to a conversion
of Revolving Credit Advances of one Type into Revolving Credit Advances of the other Type
pursuant to Section 2.08 or 2.09. 







	 	        “Debt”
of any Person means, without duplication (other than, for purposes of Section 6.01(d), any
of the following owed to the Borrower or any of its wholly-owned Subsidiaries),
(a) all indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services (other than (i) trade
and similar accounts payables that (x) are not overdue by more than 120 days incurred in
the ordinary course of such Person’s business or (y) are being contested in good
faith by appropriate proceedings and as to which appropriate reserves are being
maintained, (ii) accrued expenses arising in the ordinary course of business, employee
compensation and pension obligations and other obligations arising from employee benefit
agreements and programs, (iii) earn-outs and holdbacks and (iv) customer advances),
(c) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all obligations of such Person created or arising under any
conditional sale or other title retention agreement with respect to property acquired by
such Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such property),
(e) all obligations of such Person as lessee under leases that have been or should
be, in accordance with GAAP, recorded as capital leases, (f) all obligations,
contingent or otherwise, of such Person in respect of acceptances, letters of credit or
similar extensions of credit, (g) all net obligations of such Person in respect of
Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g)
above or clause (i) below guaranteed directly or indirectly in any manner by such
Person, or in effect guaranteed directly or indirectly by such Person through an agreement
(1) to pay or purchase such Debt or to advance or supply funds for the payment or
purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property,
or to purchase or sell services, primarily for the purpose of enabling the debtor to make
payment of such Debt or to assure the holder of such Debt against loss, (3) to supply
funds to or in any other manner invest in the debtor (including any agreement to pay for
property or services irrespective of whether such property is received or such services
are rendered) or (4) otherwise to assure a creditor against loss, provided
that, if the guaranty or other agreement provides for limited recourse to such Person for
such Debt, it shall be taken into account only to the extent of such recourse, and
(i) all Debt referred to in clauses (a) through (h) above secured by (or
for which the holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become liable for
the payment of such Debt, provided that, if such Person has not assumed or become
liable for the payment of such Debt, it shall be taken into account only to the extent of
the book value or fair market value, whichever is greater, of the property subject to such
Lien; provided, further, however, that the term “Debt”
shall not include obligations incurred in connection with a Permitted Receivables
Financing. 








4 









	 	        “Default”
means any Event of Default or any event that would constitute an Event of Default but for
the requirement that notice be given or time elapse or both. 







        “Disclosed
Litigation” has the meaning specified in Section 3.01(b). 



	 	        “Dollars”and
the “$” sign each means lawful currency of the United States of America.  







	 	        “Domestic
Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule I
hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which
it became a Lender, or such other office of such Lender as such Lender may from time to
time specify to the Borrower and the Agent. 







	 	        “Effective
Date” has the meaning specified in Section 3.01.  







	 	        “Eligible
Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; and
(iii) any other Person approved by the Agent and, unless an Event of Default has
occurred and is continuing at the time any assignment is effected in accordance with
Section 8.07, the Borrower, such approval not to be unreasonably withheld or delayed;
provided, however, that neither the Borrower nor an Affiliate of the
Borrower shall qualify as an Eligible Assignee. 







	 	        “Environmental
Action” means any action, suit, demand, demand letter, claim, notice of
non-compliance or violation, notice of liability or potential liability, investigation,
proceeding, consent order or consent agreement relating in any way to any Environmental
Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat
of injury to health, safety or the environment, including, without limitation, (a) by
any governmental or regulatory authority for enforcement, cleanup, removal, response,
remedial or other actions or damages and (b) by any governmental or regulatory
authority or any third party for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief. 







	 	        “Environmental
Law” means any federal, state, local or foreign statute, law, ordinance, rule,
regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous Materials. 







	 	        “Environmental
Permit” means any permit, approval, identification number, license or other
authorization required under any Environmental Law. 







	 	        “Equivalent”
in Dollars of any Foreign Currency on any date means the equivalent in Dollars of such
Foreign Currency determined by using the quoted spot rate at which the Sub-Agent’s
principal office in London offers to exchange Dollars for such Foreign Currency in London
prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this
Agreement) on such date as is required pursuant to the terms of this Agreement, and the
“Equivalent” in any Foreign Currency of Dollars means the equivalent in such
Foreign Currency of Dollars determined by using the quoted spot rate at which the
Sub-Agent’s principal office in London offers to exchange such Foreign Currency for
Dollars in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the
terms of this Agreement) on such date as is required pursuant to the terms of this
Agreement. 








5 









	 	        “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and rulings issued thereunder. 







	 	        “ERISA
Affiliate” means any Person that for purposes of Title IV of ERISA is a
member of the Borrower’s controlled group, or under common control with the Borrower,
within the meaning of Section 414 of the Internal Revenue Code. 







	 	        “ERISA
Event” means (a) (i) the occurrence of a reportable event, within the
meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice
requirement with respect to such event has been waived by the PBGC, or (ii) the
requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection
(2) of such Section) are met with a contributing sponsor, as defined in Section
4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11),
(12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to
such Plan within the following 30 days; (b) the application for a minimum funding
waiver with respect to a Plan; (c) the provision by the administrator of any Plan of
a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to in
Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the
Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of
ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple
Employer Plan during a plan year for which it was a substantial employer, as defined in
Section 4001(a)(2) of ERISA; (f)  the conditions for the imposition of a lien
under Section 302(f) of ERISA shall have been met with respect to any Plan;
(g) the adoption of an amendment to a Plan requiring the provision of security to
such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC
of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
occurrence of any event or condition described in Section 4042 of ERISA that
constitutes grounds for the termination of, or the appointment of a trustee to administer,
a Plan. 







	 	        “Eurocurrency
Liabilities” has 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. 







	 	        “Eurocurrency
Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Eurocurrency Lending Office” opposite its name on
Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance
pursuant to which it became a Lender (or, if no such office is specified, its Domestic
Lending Office), or such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Agent. 







	 	        “Eurocurrency
Rate” means, for any Interest Period for each Eurocurrency Rate Advance
comprising part of the same Revolving Credit Borrowing, an interest rate per annum equal
to the rate per annum obtained by dividing (a) the rate per annum (rounded upward to the
nearest whole multiple of 1/100 of 1% per annum) appearing on Moneyline Telerate Service
Page 3750 (or any successor page) as the London interbank offered rate for deposits in
Dollars or the applicable Committed Currency at approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period for a term comparable to such
Interest Period or, if for any reason such rate is not available, the average
(rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is
not such a multiple) of the rate per annum at which deposits in Dollars or the applicable
Committed Currency is offered by the principal office of each of the Reference Banks in
London, England to prime banks in the London interbank market at 11:00 A.M. (London
time) two Business Days before the first day of such Interest Period in an amount
substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising
part of such Revolving Credit Borrowing to be outstanding during such Interest Period and
for a period equal to such Interest Period by (b) a percentage equal to 100% minus
the Eurocurrency Rate Reserve Percentage for such Interest Period. If the Dow Jones
Markets Page 3750 (or any successor page) is unavailable, the Eurocurrency Rate for any
Interest Period for each Eurocurrency Rate Advance comprising part of the same Revolving
Credit Borrowing shall be determined by the Agent on the basis of applicable rates
furnished to and received by the Agent from the Reference Banks two Business Days before
the first day of such Interest Period, subject, however, to the provisions
of Section 2.08. 







6 










	 	        “Eurocurrency
Rate Advance” means a Revolving Credit Advance denominated in Dollars or a
Committed Currency that bears interest as provided in Section 2.07(a)(ii). 







	 	        “Eurocurrency
Rate Reserve Percentage” for any Interest Period for all Eurocurrency Rate
Advances or LIBO Rate Advances comprising part of the same Borrowing means the reserve
percentage applicable two Business Days before the first day of such Interest Period under
regulations issued from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement (including,
without limitation, any emergency, supplemental or other marginal reserve requirement) for
a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect
to any other category of liabilities that includes deposits by reference to which the
interest rate on Eurocurrency Rate Advances or LIBO Rate Advances is determined) having a
term equal to such Interest Period. 







	 	        “Events
of Default” has the meaning specified in Section 6.01.  







	 	        “Federal
Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is
not so published for any day that is a Business Day, the average of the quotations for
such day on such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it. 







	 	        “Fixed
Rate Advances” has the meaning specified in Section 2.03(a)(i), which
Advances shall be denominated in Dollars or in any Foreign Currency. 







	 	        “Foreign
Currency” means any Committed Currency and any other lawful currency (other than
Dollars) that is freely transferable or convertible into Dollars. 







	 	        “GAAP”has
the meaning specified in Section 1.03.  







	 	        “Hazardous
Materials” means (a) petroleum and petroleum products, byproducts or breakdown
products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls
and radon gas and (b) any other chemicals, materials or substances designated, classified
or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law. 







	 	        “Hedge
Agreements” means interest rate swap, cap or collar agreements, interest rate
future or option contracts, currency swap agreements, currency future or option contracts
and other similar agreements. 







	 	        “Increase
Date” has the meaning specified in Section 2.18(a).  







	 	        “Increasing
Lender” has the meaning specified in Section 2.18(b).  







	 	        “Information
Memorandum” means the information memorandum dated June 24, 2004 used by the
Agent in connection with the syndication of the Commitments. 







	 	        “Interest
Period” means, for each Eurocurrency Rate Advance comprising part of the same
Revolving Credit Borrowing and each LIBO Rate Advance comprising part of the same
Competitive Bid Borrowing, the period commencing on the date of such Eurocurrency Rate
Advance or LIBO Rate Advance or the date of the Conversion of any Base Rate Advance into
such Eurocurrency Rate Advance and ending on the last day of the period selected by the
Borrower pursuant to the provisions below and, thereafter, with respect to Eurocurrency
Rate Advances, each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of the period selected by the
Borrower pursuant to the provisions below. The duration of each such Interest Period shall
be one, two, three or six months, and subject to clause (c) of this definition, nine
months or such other period requested by the Borrower, as the Borrower may, upon notice
received by the Agent not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the first day of such Interest Period, select;
provided, however, that: 








7 









	 	        (a)                      the
Borrower may not select any Interest Period that ends after the Termination
               Date;  







	 	        (b)                      Interest
Periods commencing on the same date for Eurocurrency Rate Advances
               comprising part of the same Revolving Credit Borrowing or for LIBO Rate
Advances                comprising part of the same Competitive Bid Borrowing shall be of
the same                duration;  







	 	        (c)                      in
the case of any such Revolving Credit Borrowing, the Borrower shall not be
               entitled to select an Interest Period having a duration of other than one,
two,                three or six months unless, by 2:00 P.M. (New York City time) on the
third                Business Day prior to the first day of such Interest Period, each
Lender                notifies the Agent that such Lender will be providing funding for
such Revolving                Credit Borrowing with such Interest Period (the failure of
any Lender to so                respond by such time being deemed for all purposes of
this Agreement as an                objection by such Lender to the requested duration of
such Interest Period); provided that, if any or all of the Lenders object to the
requested                duration of such Interest Period, the duration of the Interest
Period for such                Revolving Credit Borrowing shall be one, two, three or six
months, as specified                by the Borrower requesting such Revolving Credit
Borrowing in the applicable                Notice of Revolving Credit Borrowing as the
desired alternative to such                requested Interest Period;  







	 	        (d)                      whenever
the last day of any Interest Period would otherwise occur on a day                other
than a Business Day, the last day of such Interest Period shall be
               extended to occur on the next succeeding Business Day, provided, however,
that, if such extension would cause the last day of such                Interest Period
to occur in the next following calendar month, the last day of                such
Interest Period shall occur on the next preceding Business Day; and  







	 	        (e)                      whenever
the first day of any Interest Period occurs on a day of an initial
               calendar month for which there is no numerically corresponding day in the
               calendar month that succeeds such initial calendar month by the number of
months                equal to the number of months in such Interest Period, such
Interest Period                shall end on the last Business Day of such succeeding
calendar month.  







	 	        “Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and rulings issued thereunder. 







	 	        “Lenders”
means the Initial Lenders, each Assuming Lender that shall become a party hereto pursuant
to Section 2.18 and each Person that shall become a party hereto pursuant to
Section 8.07. 







	 	        “LIBO
Rate” means, for any Interest Period for all LIBO Rate Advances comprising part
of the same Competitive Bid Borrowing, an interest rate per annum equal to the rate per
annum obtained by dividing (a)  the rate per annum (rounded upward to the nearest
whole multiple of 1/100 of 1% per annum) appearing on Moneyline Telerate Service Page 3750
(or any successor page) as the London interbank offered rate for deposits in Dollars or
the applicable Committed Currency at approximately 11:00 A.M. (London time) two Business
Days prior to the first day of such Interest Period for a term comparable to such Interest
Period or, if for any reason such rate is not available, the average (rounded upward
to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a
multiple) of the rate per annum at which deposits in Dollars or the applicable Foreign
Currency is offered by the principal office of each of the Reference Banks in London,
England to prime banks in the London interbank market at 11:00 A.M. (London time) two
Business Days before the first day of such Interest Period in an amount substantially
equal to the amount that would be the Reference Banks’ respective ratable shares of
such Borrowing if such Borrowing were to be a Revolving Credit Borrowing to be outstanding
during such Interest Period and for a period equal to such Interest Period by (b) a
percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest
Period. If the Moneyline Telerate Service Page 3750 (or any successor page) is
unavailable, the LIBO Rate for any Interest Period for each LIBO Rate Advance comprising
part of the same Competitive Bid Borrowing shall be determined by the Agent on the basis
of applicable rates furnished to and received by the Agent from the Reference Banks two
Business Days before the first day of such Interest Period, subject,
however, to the provisions of Section 2.08. 








8 









	 	        “LIBO
Rate Advances” means a Competitive Bid Advance denominated in Dollars or in any
Foreign Currency and bearing interest based on the LIBO Rate. 







	 	        “Lien”
means any lien, security interest or other charge or encumbrance of any kind, or any other
type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor (excluding operating leases) and any easement,
right of way or other encumbrance on title to real property. 







	 	        “Local
Rate Advance” means a Competitive Bid Advance denominated in any Foreign Currency
sourced from the jurisdiction of issuance of such Foreign Currency and bearing interest at
a fixed rate. 







	 	        “Material
Adverse Change” means any material adverse change in the business, condition
(financial or otherwise), operations, performance or properties of the Borrower or the
Borrower and its Subsidiaries taken as a whole. 







	 	        “Material
Adverse Effect” means a material adverse effect on (a) the business,
condition (financial or otherwise), operations, performance or properties of the Borrower
or the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of
the Agent or any Lender under this Agreement or any Note or (c) the ability of the
Borrower to perform its obligations under this Agreement or any Note. 







	 	        “Material
Subsidiary” means any Subsidiary of the Borrower having, as of the end of the
Borrower’s most recently completed fiscal year, (a) assets with a value of not less
than 5% of the total value of the assets of the Borrower and its Subsidiaries, taken as a
whole, or (b) gross revenue of not less than 5% of the total (gross) revenue of the
Borrower and its Subsidiaries, taken as a whole. 







	 	        “Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA,
to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or accrued an
obligation to make contributions. 







	 	        “Multiple
Employer Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and at least one Person other than the Borrower and the
ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any
ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event
such plan has been or were to be terminated. 







	 	        “Non-Consenting
Lender” has the meaning specified in Section 2.18(b).  







	 	        “Note” means
a Revolving Credit Note or a Competitive Bid Note.  







	 	        “Notice
of Revolving Credit Borrowing” has the meaning specified in Section 2.02(a).  







9 










	 	        “Notice
of Competitive Bid Borrowing” has the meaning specified in Section 2.03(a).  







	 	        “Payment
Office” means, for any Foreign Currency, such office of Citibank as shall be from
time to time selected by the Agent and notified by the Agent to the Borrower and the
Lenders. 







	 	        “PBGC”means
the Pension Benefit Guaranty Corporation (or any successor).  







	 	        “Permitted
Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for
taxes, assessments and governmental charges or levies to the extent not required to be
paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as
materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s
Liens and other similar Liens arising in the ordinary course of business securing
obligations that are either (i) not overdue for a period of more than 45 days or (ii) are
being contested in good faith and by proper proceedings and as to which appropriate
reserves are being maintained; (c) pledges or deposits to secure obligations under
workers’ compensation laws or similar legislation or to secure public or statutory
obligations; and (d) easements, rights of way and other encumbrances on title to real
property that do not render title to the property encumbered thereby unmarketable or
materially adversely affect the use of such property for its present purposes. 







	 	        “Permitted
Receivables Financing” means any financing pursuant to which the Borrower or any
Subsidiary or Subsidiaries of the Borrower may sell, convey or otherwise transfer to a
Receivables Subsidiary or any other Person, or grant a security interest in, any accounts
receivable, general intangibles, chattel paper or other financial assets (and related
rights and assets) of the Borrower or such Subsidiary or Subsidiaries, provided
that such financing shall be with limited or no recourse to the Borrower and its
Subsidiaries (other than the Receivables Subsidiary) except to the extent customary (in
the reasonable judgment of the Borrower) for such transactions. 







	 	        “Person”
means an individual, partnership, corporation (including a business trust), joint stock
company, trust, unincorporated association, joint venture, limited liability company or
other entity, or a government or any political subdivision or agency thereof. 







	 	        “Plan”means
a Single Employer Plan or a Multiple Employer Plan.  







	 	        “Receivables
Subsidiary” means a bankruptcy remote, special purpose wholly owned Subsidiary of
the Borrower (or another wholly-owned Subsidiary of the Borrower) formed in connection
with a Permitted Receivables Financing. 







	 	        “Reference
Banks” means Citibank, __________ and __________. 







	 	        “Register”has
the meaning specified in Section 8.07(d).  







	 	        “Related
Person” means each of the following: (a) the Borrower, (b) any Subsidiary of the
Borrower or (c) any employee benefit plan of the Borrower or of any Subsidiary of the
Borrower or any Person organized, appointed or established by the Borrower for or pursuant
to the terms of any such plan. 







	 	        “Required
Lenders” means at any time Lenders owed at least a majority in interest of the
then aggregate unpaid principal amount (based on the Equivalent in Dollars at such time)
of the Revolving Credit Advances owing to Lenders, or, if no such principal amount is then
outstanding, Lenders having at least a majority in interest of the Commitments. 







	 	        “Revolving
Credit Advance” means an advance by a Lender to the Borrower as part of a
Revolving Credit Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate
Advance (each of which shall be a “Type” of Revolving Credit Advance). 








10 









	 	        “Revolving
Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit
Advances of the same Type made by each of the Lenders pursuant to Section 2.01. 







	 	        “Revolving
Credit Note” means a promissory note of the Borrower payable to the order of any
Lender, delivered pursuant to a request made under Section 2.16 in substantially the
form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of the Borrower to
such Lender resulting from the Revolving Credit Advances made by such Lender. 







	 	        “Single
Employer Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and no Person other than the Borrower and the ERISA
Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA
Affiliate could have liability under Section 4069 of ERISA in the event such plan has
been or were to be terminated. 







	 	        “Sub-Agent”means
Citibank International plc.  







	 	        “Subsidiary”
of any Person means any corporation, partnership, joint venture, limited liability
company, trust or estate of which (or in which) more than 50% of (a) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the Board of
Directors of such corporation (irrespective of whether at the time capital stock of any
other class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial
interest in such trust or estate is at the time directly or indirectly owned or controlled
by such Person, by such Person and one or more of its other Subsidiaries or by one or more
of such Person’s other Subsidiaries; it being understood that Snap-On Credit LLC,
which is 50% owned by the Borrower, shall not be deemed to be a “Subsidiary” of
the Borrower for purposes of this Agreement. 







	 	        “Termination
Date” means the earlier of (a) July 27, 2009 and (b) the date of termination in
whole of the Commitments pursuant to Section 2.05 or 6.01. 







	 	        “Voting
Stock” means capital stock issued by a corporation, or equivalent interests in
any other Person, the holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing similar functions)
of such Person, even if the right so to vote has been suspended by the happening of such a
contingency. 







        SECTION
1.02. Computation of Time Periods. In this Agreement in the computation of periods
of time from a specified date to a later specified date, the word “from” means
“from and including” and the words “to” and “until” each
mean “to but excluding”. 



        SECTION
1.03. Accounting Terms. All accounting terms not specifically defined herein shall
be construed in accordance with generally accepted accounting principles consistent with
those applied in the preparation of the financial statements referred to in
Section 4.01(e) (“GAAP”). 



ARTICLE II 



AMOUNTS AND TERMS OF
THE ADVANCES 



        SECTION
2.01. The Revolving Credit Advances. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Revolving Credit Advances to the Borrower from
time to time on any Business Day during the period from the Effective Date until the
Termination Date in an aggregate amount (based in respect of any Revolving Credit Advances
to be denominated in a Committed Currency on the Equivalent in Dollars determined on the
date of delivery of the applicable Notice of Revolving Credit Borrowing) not to exceed at
any time outstanding such Lender’s Commitment, provided that the aggregate
amount of the Commitments of the Lenders shall be deemed used from time to time to the
extent of the aggregate amount (based in respect of any Competitive Bid Advance
denominated in a Foreign Currency on the Equivalent in Dollars at such time) of the
Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of
the Commitments shall be allocated among the Lenders ratably according to their respective
Commitments (such deemed use of the aggregate amount of the Commitments being a
“Competitive Bid Reduction”). Each Revolving Credit Borrowing shall be in
an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
(or the Equivalent thereof in any Committed Currency determined on the date of delivery of
the applicable Notice of Revolving Credit Borrowing) and shall consist of Revolving Credit
Advances of the same Type made on the same day by the Lenders ratably according to their
respective Commitments. Within the limits of each Lender’s Commitment, the Borrower
may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow
under this Section 2.01. 



11 










        SECTION
2.02. Making the Revolving Credit Advances. (a) Each Revolving Credit Borrowing
shall be made on notice, given not later than (x) 11:00 A.M. (New York City
time) on the third Business Day prior to the date of the proposed Revolving Credit
Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances denominated in Dollars, (y) 4:00 P.M. (London time) on the third Business Day
prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving
Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed
Currency, or (z) 11:00 A.M. (New York City time) on the first Business Day prior to the
date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Base Rate Advances, by the Borrower to the Agent (and, in the case
of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, simultaneously
to the Sub-Agent), which shall give to each Lender prompt notice thereof by telecopier.
Each such notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit
Borrowing”) shall be by telephone, confirmed immediately in writing, or
telecopier in substantially the form of Exhibit B-1 hereto, specifying therein the
requested (i) date of such Revolving Credit Borrowing, (ii) Type of Advances
comprising such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving
Credit Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of
Eurocurrency Rate Advances, initial Interest Period and currency for each such Revolving
Credit Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the
date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Advances denominated in Dollars, and before 4:00 P.M. (London time) on
the date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make
available for the account of its Applicable Lending Office to the Agent at the applicable
Agent’s Account, in same day funds, such Lender’s ratable portion of such
Revolving Credit Borrowing. After the Agent’s receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the Agent will
make such funds available to the Borrower at the Agent’s address referred to in
Section 8.02(a) or at the applicable Payment Office, as the case may be. 



        (b)                 Anything
in subsection (a) above to the contrary notwithstanding,           (i) the
Borrower may not select Eurocurrency Rate Advances for any           Revolving Credit
Borrowing if the aggregate amount of such Revolving Credit           Borrowing is less
than $10,000,000 or if the obligation of the Lenders to make           Eurocurrency Rate
Advances shall then be suspended pursuant to Section 2.08           or 2.12 and (ii) the
Eurocurrency Rate Advances may not be outstanding as           part of more than six
separate Revolving Credit Borrowings.  





        (c)                 Each
Notice of Revolving Credit Borrowing shall be irrevocable and binding on           the
Borrower. In the case of any Revolving Credit Borrowing that the related           Notice
of Revolving Credit Borrowing specifies is to be comprised of           Eurocurrency Rate
Advances, the Borrower shall indemnify each Lender against any           loss, cost or
expense incurred by such Lender as a result of any failure to           fulfill on or
before the date specified in such Notice of Revolving Credit           Borrowing for such
Revolving Credit Borrowing the applicable conditions set           forth in Article III,
including, without limitation, any loss (including           loss of anticipated
profits), cost or expense incurred by reason of the           liquidation or reemployment
of deposits or other funds acquired by such Lender           to fund the Revolving Credit
Advance to be made by such Lender as part of such           Revolving Credit Borrowing
when such Revolving Credit Advance, as a result of           such failure, is not made on
such date.  





        (d)                 Unless
the Agent shall have received notice from a Lender prior to the date of           any
Revolving Credit Borrowing that such Lender will not make available to the
          Agent such Lender’s ratable portion of such Revolving Credit Borrowing,
the           Agent may assume that such Lender has made such portion available to the
Agent           on the date of such Revolving Credit Borrowing in accordance with
          subsection (a) of this Section 2.02 and the Agent may, in reliance
          upon such assumption, make available to the Borrower on such date a
          corresponding amount. If and to the extent that such Lender shall not have so
          made such ratable portion available to the Agent, such Lender and the Borrower
          severally agree to repay to the Agent forthwith on demand such corresponding
          amount together with interest thereon, for each day from the date such amount
is           made available to the Borrower until the date such amount is repaid to the
          Agent, at (i) in the case of the Borrower, the higher of (A) the interest
          rate applicable at the time to Revolving Credit Advances comprising such
          Revolving Credit Borrowing and (B) the cost of funds incurred by the Agent in
          respect of such amount and (ii) in the case of such Lender, (A) the
Federal           Funds Rate in the case of Advances denominated in Dollars or (B) the
cost of           funds incurred by the Agent in respect of such amount in the case of
Advances           denominated in Committed Currencies. If such Lender shall repay to the
Agent           such corresponding amount, such amount so repaid shall constitute such
          Lender’s Revolving Credit Advance as part of such Revolving Credit
          Borrowing for purposes of this Agreement.  





12 










        (e)                 The
failure of any Lender to make the Revolving Credit Advance to be made by it           as
part of any Revolving Credit Borrowing shall not relieve any other Lender of
          its obligation, if any, hereunder to make its Revolving Credit Advance on the
          date of such Revolving Credit Borrowing, but no Lender shall be responsible for
          the failure of any other Lender to make the Revolving Credit Advance to be made
          by such other Lender on the date of any Revolving Credit Borrowing.  




        SECTION
2.03. The Competitive Bid Advances. (a) Each Lender severally agrees that the
Borrower may make Competitive Bid Borrowings under this Section 2.03 from time to
time on any Business Day during the period from the date hereof until the date occurring
30 days prior to the Termination Date in the manner set forth below; provided that,
following the making of each Competitive Bid Borrowing, the aggregate amount of the
Advances then outstanding (based in respect of any Advance denominated in a Foreign
Currency on the Equivalent in Dollars at the time such Competitive Bid Borrowing is
requested) shall not exceed the aggregate amount of the Commitments of the Lenders
(computed without regard to any Competitive Bid Reduction); provided further
that following the making of each Competitive Bid Borrowing, the aggregate amount of the
Advances then outstanding (based in respect of any Advance denominated in a Foreign
Currency on the Equivalent in Dollars at the time such Competitive Bid Borrowing is
requested) shall not exceed the aggregate amount of one third of the Commitments of the
Lenders (computed without regard to any Competitive Bid Reduction). 



	 	        (i)                      The
Borrower may request a Competitive Bid Borrowing under this                Section 2.03
by delivering to the Agent (and, in the case of a Competitive                Bid
Borrowing not consisting of Fixed Rate Advances or LIBO Rate Advances to be
               denominated in Dollars, simultaneously to the Sub-Agent), by telecopier, a
               notice of a Competitive Bid Borrowing (a “Notice of Competitive
Bid                Borrowing”), in substantially the form of Exhibit B-2
hereto,                specifying therein the requested (A) date of such proposed
Competitive Bid                Borrowing, (B) aggregate amount of such proposed
Competitive Bid Borrowing,                (C) interest rate basis and day count
convention to be offered by the                Lenders, (D) currency of such
proposed Competitive Bid Borrowing,                (E) in the case of a Competitive
Bid Borrowing consisting of LIBO Rate                Advances, Interest Period, or in the
case of a Competitive Bid Borrowing                consisting of Fixed Rate Advances or
Local Rate Advances, maturity date for                repayment of each Fixed Rate
Advance or Local Rate Advance to be made as part of                such Competitive Bid
Borrowing (which maturity date may not be earlier than the                date occurring
seven days after the date of such Competitive Bid Borrowing or                later than
the earlier of (I) 180 days after the date of such Competitive                Bid
Borrowing and (II) the Termination Date), (F) interest payment
               date or dates relating thereto, (G) location of the Borrower’s
account                to which funds are to be advanced and (H) other terms (if
any) to be                applicable to such Competitive Bid Borrowing, not later than (w) 10:00
A.M.                (New York City time) at least two Business Days prior to the date of
the                proposed Competitive Bid Borrowing, if the Borrower shall specify in
the Notice                of Competitive Bid Borrowing that the rates of interest to be
offered by the                Lenders shall be fixed rates per annum (the Advances
comprising any such                Competitive Bid Borrowing being referred to herein as
“Fixed Rate Advances”) and that the Advances comprising such
proposed                Competitive Bid Borrowing shall be denominated in Dollars, (x)
10:00 A.M. (New                York City time) at least four Business Days prior to the
date of the proposed                Competitive Bid Borrowing, if the Borrower shall
specify in the Notice of                Competitive Bid Borrowing that the Advances
comprising such Competitive Bid                Borrowing shall be LIBO Rate Advances
denominated in Dollars, (y)                10:00 A.M. (London time) at least two
Business Days prior to the date of                the proposed Competitive Bid Borrowing,
if the Borrower shall specify in the                Notice of Competitive Bid Borrowing
that the Advances comprising such proposed                Competitive Bid Borrowing shall
be either Fixed Rate Advances denominated in any                Foreign Currency or Local
Rate Advances denominated in any Foreign Currency and                (z) 10:00 A.M.
(London time) at least four Business Days prior to the                date of the
proposed Competitive Bid Borrowing, if the Borrower shall instead                specify
in the Notice of Competitive Bid Borrowing that the Advances comprising
               such Competitive Bid Borrowing shall be LIBO Rate Advances denominated in
any                Foreign Currency. The Agent shall in turn promptly notify each Lender
of each                request for a Competitive Bid Borrowing received by it from the
Borrower by                sending such Lender a copy of the related Notice of
Competitive Bid Borrowing.  








13 









	 	        (ii)                      Each
Lender may, if, in its sole discretion, it elects to do so, irrevocably
               offer to make one or more Competitive Bid Advances to the Borrower as part
of                such proposed Competitive Bid Borrowing at a rate or rates of interest
specified                by such Lender in its sole discretion, by notifying the Agent or
the Sub-Agent,                as the case may be (which shall give prompt notice thereof
to the Borrower),                (A) before 9:30 A.M. (New York City time)
on the date of such                proposed Competitive Bid Borrowing, in the case of a
Competitive Bid Borrowing                consisting of Fixed Rate Advances denominated in
Dollars, (B) before 10:00                A.M. (New York City time) three Business
Days before the date of such proposed                Competitive Bid Borrowing, in the
case of a Competitive Bid Borrowing consisting                of LIBO Rate Advances,
denominated in Dollars, (C) before 12:00 noon                (London time) on the
Business Day prior to the date of such proposed Competitive                Bid Borrowing,
in the case of a Competitive Bid Borrowing consisting of either                Fixed Rate
Advances denominated in any Foreign Currency or Local Rate Advances
               denominated in any Foreign Currency and (D) before 12:00 noon (London
time)                on the third Business Day prior to the date of such proposed
Competitive Bid                Borrowing, in the case of a Competitive Bid Borrowing
consisting of LIBO Rate                Advances denominated in any Foreign Currency, of
the minimum amount and maximum                amount of each Competitive Bid Advance
which such Lender would be willing to                make as part of such proposed
Competitive Bid Borrowing (which amounts or the                Equivalent thereof in
Dollars, as the case may be, of such proposed Competitive                Bid may, subject
to the provisos to the first sentence of this                Section 2.03(a), exceed
such Lender’s Commitment, if any), the rate or                rates of interest
therefor and such Lender’s Applicable Lending Office with                respect to
such Competitive Bid Advance; provided that if the Agent in                its
capacity as a Lender shall, in its sole discretion, elect to make any such
               offer, it shall notify the Borrower of such offer at least 30 minutes
before the                time and on the date on which notice of such election is to be
given to the                Agent or to the Sub-Agent, as the case may be, by the other
Lenders. If any                Lender shall elect not to make such an offer, such Lender
shall so notify the                Agent before 10:00 A.M. (New York City time)
or the Sub-Agent before                12:00 noon (London time) on the date on which
notice of such election is to be                given to the Agent or to the Sub-Agent,
as the case may be, by the other                Lenders, and such Lender shall not be
obligated to, and shall not, make any                Competitive Bid Advance as part of
such Competitive Bid Borrowing; provided that the failure by any Lender to give
such notice shall not                cause such Lender to be obligated to make any
Competitive Bid Advance as part of                such proposed Competitive Bid
Borrowing.  







	 	        (iii)                      The
Borrower shall, in turn, (A) before 10:30 A.M. (New York City
               time) on the date of such proposed Competitive Bid Borrowing, in the case
of a                Competitive Bid Borrowing consisting of Fixed Rate Advances
denominated in                Dollars, (B) before 11:00 A.M. (New York
City time) three                Business Days before the date of such proposed
Competitive Bid Borrowing, in the                case of a Competitive Bid Borrowing
consisting of LIBO Rate Advances denominated                in Dollars, (C) before
3:00 P.M. (London time) on the Business Day prior to                the date of such
proposed Competitive Bid Borrowing, in the case of a                Competitive Bid
Borrowing consisting of either Fixed Rate Advances denominated                in any
Foreign Currency or Local Rate Advances denominated in any Foreign
               Currency and (D) before 3:00 P.M. (London time) on the third Business
Day                prior to the date of such Competitive Bid Borrowing, in the case of a
               Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in
any                Foreign Currency, either:  







	 	        (x)                      cancel
such Competitive Bid Borrowing by giving the Agent notice to that effect,
               or  







14 










	 	        (y)                      accept
one or more of the offers made by any Lender or Lenders pursuant to
               paragraph (ii) above, in its sole discretion, by giving notice to the
Agent or                to the Sub-Agent, as the case may be, of the amount of each
Competitive Bid                Advance (which amount shall be equal to or greater than
the minimum amount, and                equal to or less than the maximum amount, notified
to the Borrower by the Agent                or the Sub-Agent, as the case may be, on
behalf of such Lender for such                Competitive Bid Advance pursuant to
paragraph (ii) above) to be made by                each Lender as part of such
Competitive Bid Borrowing, and reject any remaining                offers made by Lenders
pursuant to paragraph (ii) above by giving the Agent                or the
Sub-Agent, as the case may be, notice to that effect. The Borrower shall
               accept the offers made by any Lender or Lenders to make Competitive Bid
Advances                in order of the lowest to the highest rates of interest offered
by such Lenders.                If two or more Lenders have offered the same interest
rate, the amount to be                borrowed at such interest rate will be allocated
among such Lenders in                proportion to the amount that each such Lender
offered at such interest rate.  







	 	        (iv)                      If
the Borrower notifies the Agent or the Sub-Agent, as the case may be, that
               such Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x)
               above, the Agent or the Sub-Agent, as the case may be, shall give prompt
notice                thereof to the Lenders and such Competitive Bid Borrowing shall not
be made.  







	 	        (v)                      If
the Borrower accepts one or more of the offers made by any Lender or Lenders
               pursuant to paragraph (iii)(y) above, the Agent or the Sub-Agent, as
the                case may be, shall in turn promptly notify (A) each Lender that
has made an                offer as described in paragraph (ii) above, of the date
and aggregate                amount of such Competitive Bid Borrowing and whether or not
any offer or offers                made by such Lender pursuant to paragraph (ii)
above have been accepted by                the Borrower, (B) each Lender that is to
make a Competitive Bid Advance as                part of such Competitive Bid Borrowing,
of the amount of each Competitive Bid                Advance to be made by such Lender as
part of such Competitive Bid Borrowing, and                (C) each Lender that is
to make a Competitive Bid Advance as part of such                Competitive Bid
Borrowing, upon receipt, that the Agent or the Sub-Agent, as the                case may
be, has received forms of documents appearing to fulfill the applicable
               conditions set forth in Article III. Each Lender that is to make a
Competitive                Bid Advance as part of such Competitive Bid Borrowing shall,
before                11:00 A.M. (New York City time), in the case of
Competitive Bid                Advances to be denominated in Dollars or 11:00 A.M.
(London time), in the case                of Competitive Bid Advances to be denominated
in any Foreign Currency, on the                date of such Competitive Bid Borrowing
specified in the notice received from the                Agent or the Sub-Agent, as the
case may be, pursuant to clause (A) of the                preceding sentence or any
later time when such Lender shall have received notice                from the Agent or
the Sub-Agent, as the case may be pursuant to clause (C)                of the
preceding sentence, make available for the account of its Applicable
               Lending Office to the Agent(x) in the case of a
Competitive Bid                Borrowing denominated in Dollars, at its address referred
to in                Section 8.02(a), in same day funds, such Lender’s portion
of such                Competitive Bid Borrowing in Dollars and (y) in the case of a
Competitive                Bid Borrowing in a Foreign Currency, at the Payment Office for
such Foreign                Currency as shall have been notified by the Agent to the
Lenders prior thereto,                in same day funds, such Lender’s portion of
such Competitive Bid Borrowing                in such Foreign Currency. Upon fulfillment
of the applicable conditions set                forth in Article III and after receipt by
the Agent of such funds, the Agent                will make such funds available to the
Borrower at the location specified by the                Borrower in its Notice of
Competitive Bid Borrowing. Promptly after each                Competitive Bid Borrowing
the Agent will notify each Lender of the amount of the                Competitive Bid
Borrowing, the consequent Competitive Bid Reduction and the                dates upon
which such Competitive Bid Reduction commenced and will terminate.  







	 	        (vi)                      If
the Borrower notifies the Agent or the Sub-Agent, as the case may be, that it
               accepts one or more of the offers made by any Lender or Lenders pursuant
to                paragraph (iii)(y) above, such notice of acceptance shall be
irrevocable                and binding on the Borrower. The Borrower shall indemnify each
Lender against                any loss, cost or expense incurred by such Lender as a
result of any failure to                fulfill on or before the date specified in the
related Notice of Competitive Bid                Borrowing for such Competitive Bid
Borrowing the applicable conditions set forth                in Article III,
including, without limitation, any loss (including loss of                anticipated
profits), cost or expense incurred by reason of the liquidation or
               reemployment of deposits or other funds acquired by such Lender to fund
the                Competitive Bid Advance to be made by such Lender as part of such
Competitive                Bid Borrowing when such Competitive Bid Advance, as a result
of such failure, is                not made on such date.  








15 









        (b)                      Each
Competitive Bid Borrowing shall be in an aggregate amount of $10,000,000
               (or the Equivalent thereof in any Foreign Currency, determined as of the
time of                the applicable Notice of Competitive Bid Borrowing) or an integral
multiple of                $1,000,000 (or the Equivalent thereof in any Foreign Currency,
determined as of                the time of the applicable Notice of Competitive Bid
Borrowing) in excess                thereof and, following the making of each Competitive
Bid Borrowing, the                Borrower shall be in compliance with the limitations
set forth in the provisos                to the first sentence of subsection (a)
above.  





        (c)                      Within
the limits and on the conditions set forth in this Section 2.03, the
               Borrower may from time to time borrow under this Section 2.03, repay
or                prepay pursuant to subsection (d) below, and reborrow under this
               Section 2.03, provided that a Competitive Bid Borrowing shall
not be                made within three Business Days of the date of any other
Competitive Bid                Borrowing.  





        (d)                      The
Borrower shall repay to the Agent for the account of each Lender that has
               made a Competitive Bid Advance, on the maturity date of each Competitive
Bid                Advance (such maturity date being that specified by the Borrower for
repayment                of such Competitive Bid Advance in the related Notice of
Competitive Bid                Borrowing delivered pursuant to subsection (a)(i)
above and provided in the                Competitive Bid Note evidencing such Competitive
Bid Advance), the then unpaid                principal amount of such Competitive Bid
Advance. The Borrower shall have no                right to prepay any principal amount
of any Competitive Bid Advance unless, and                then only on the terms,
specified by the Borrower for such Competitive Bid                Advance in the related
Notice of Competitive Bid Borrowing delivered pursuant to                subsection (a)(i)
above and set forth in the Competitive Bid Note                evidencing such
Competitive Bid Advance.  





        (e)                      The
Borrower shall pay interest on the unpaid principal amount of each
               Competitive Bid Advance from the date of such Competitive Bid Advance to
the                date the principal amount of such Competitive Bid Advance is repaid in
full, at                the rate of interest for such Competitive Bid Advance specified
by the Lender                making such Competitive Bid Advance in its notice with
respect thereto delivered                pursuant to subsection (a)(ii) above,
payable on the interest payment date                or dates specified by the Borrower
for such Competitive Bid Advance in the                related Notice of Competitive Bid
Borrowing delivered pursuant to                subsection (a)(i) above, as provided
in the Competitive Bid Note evidencing                such Competitive Bid Advance. Upon
the occurrence and during the continuance of                an Event of Default, the
Borrower shall pay interest on the amount of unpaid                principal of and
interest on each Competitive Bid Advance owing to a Lender,                payable in
arrears on the date or dates interest is payable thereon, at a rate                per
annum equal at all times to 2% per annum above the rate per annum
               required to be paid on such Competitive Bid Advance under the terms of the
               Competitive Bid Note evidencing such Competitive Bid Advance unless
otherwise                agreed in such Competitive Bid Note.  





        (f)                      The
indebtedness of the Borrower resulting from each Competitive Bid Advance
               made to the Borrower as part of a Competitive Bid Borrowing shall be
evidenced                by a separate Competitive Bid Note of the Borrower payable to
the order of the                Lender making such Competitive Bid Advance.  





        SECTION
2.04. Fees. (a) Facility Fee. The Borrower agrees to pay to the Agent for
the account of each Lender a facility fee on the aggregate amount of such Lender’s
Commitment from the Effective Date in the case of each Initial Lender and from the later
of the Effective Date and the effective date specified in the Assumption Agreement or in
the Assignment and Acceptance pursuant to which it became a Lender in the case of each
other Lender until the Termination Date at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the last day of
each March, June, September and December, commencing September 30, 2004, and on the
Termination Date. 



        (b)        Agent’s
Fees. The Borrower shall pay to the Agent for its own           account such fees as
may from time to time be agreed between the Borrower and           the Agent.  




16 











        SECTION
2.05. Optional Termination or Reduction of the Commitments. The Borrower shall have
the right, upon at least three Business Days’ notice to the Agent, to terminate in
whole or reduce ratably in part the unused portions of the respective Commitments of the
Lenders, provided that each partial reduction shall be in the aggregate amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and provided
further that the aggregate amount of the Commitments of the Lenders shall not be
reduced to an amount that is less than the aggregate principal amount of the Competitive
Bid Advances denominated in Dollars then outstanding plus the Equivalent in Dollars
(determined as of the date of the notice of prepayment) of the aggregate principal amount
of the Competitive Bid Advances denominated in Foreign Currencies then outstanding. 



        SECTION
2.06. Repayment of Revolving Credit Advances. The Borrower shall repay to the Agent
for the ratable account of the Lenders on the Termination Date the aggregate principal
amount of the Revolving Credit Advances then outstanding. 



        SECTION
2.07. Interest on Revolving Credit Advances. (a) Scheduled Interest. The
Borrower shall pay interest on the unpaid principal amount of each Revolving Credit
Advance owing to each Lender from the date of such Revolving Credit Advance until such
principal amount shall be paid in full, at the following rates per annum: 



	 	        (i)       Base
Rate Advances. During such periods as such Revolving Credit Advance                is
a Base Rate Advance, a rate per annum equal at all times to the sum of                (x) the
Base Rate in effect from time to time plus (y) the                Applicable
Margin in effect from time to time plus (z) the Applicable
               Utilization Fee in effect from time to time, payable in arrears quarterly
on the                last day of each March, June, September and December during such
periods and on                the date such Base Rate Advance shall be Converted or paid
in full.  







	 	        (ii)       Eurocurrency
Rate Advances. During such periods as such Revolving Credit                Advance is
a Eurocurrency Rate Advance, a rate per annum equal at all times                during
each Interest Period for such Revolving Credit Advance to the sum of                (x) the
Eurocurrency Rate for such Interest Period for such Revolving                Credit
Advance plus (y) the Applicable Margin in effect from time to
               time plus (z) the Applicable Utilization Fee in effect from time to
time,                payable in arrears on the last day of such Interest Period and, if
such Interest                Period has a duration of more than three months, on each day
that occurs during                such Interest Period every three months from the first
day of such Interest                Period and on the date such Eurocurrency Rate Advance
shall be Converted or paid                in full.  







        (b)       Default
Interest. Upon the occurrence and during the continuance of an                Event
of Default, the Borrower shall pay interest on (i) the unpaid
               principal amount of each Revolving Credit Advance owing to each Lender,
payable                in arrears on the dates referred to in clause (a)(i) or
(a)(ii) above, at a                rate per annum equal at all times to 2% per annum
above the rate per annum                required to be paid on such Revolving Credit
Advance pursuant to                clause (a)(i) or (a)(ii) above and (ii) to
the fullest extent                permitted by law, the amount of any interest, fee or
other amount payable                hereunder that is not paid when due, from the date
such amount shall be due                until such amount shall be paid in full, payable
in arrears on the date such                amount shall be paid in full and on demand, at
a rate per annum equal at all                times to 2% per annum above the rate per
annum required to be paid on Base Rate                Advances pursuant to clause (a)(i)
above.  




17 











        SECTION
2.08. Interest Rate Determination. (a) The Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the Agent for
purposes of Section 2.07(a)(i) or (ii), and the rate, if any, furnished by each
Reference Bank for the purpose of determining the interest rate under
Section 2.07(a)(ii). 



        (b)                      If,
with respect to any Eurocurrency Rate Advances, the Required Lenders notify
               the Agent that (i) they are unable to obtain matching deposits in the
               London inter-bank market at or about 11:00 A.M. (London time) on the
second                Business Day before the making of a Borrowing in sufficient amounts
to fund                their respective Revolving Credit Advances as a part of such
Borrowing during                its Interest Period or (ii) the Eurocurrency Rate
for any Interest Period                for such Advances will not adequately reflect the
cost to such Required Lenders                of making, funding or maintaining their
respective Eurocurrency Rate Advances                for such Interest Period, the Agent
shall forthwith so notify the Borrower and                the Lenders, whereupon (A) the
Borrower will, on the last day of the then                existing Interest Period
therefor, (1) if such Eurocurrency Rate Advances                are denominated in
Dollars, either (x) prepay such Advances or (y) Convert such                Advances into
Base Rate Advances and (2) if such Eurocurrency Rate Advances                are
denominated in any Committed Currency, either (x) prepay such Advances
               or (y) exchange such Advances into an Equivalent amount of Dollars
and                Convert such Advances into Base Rate Advances and (B) the
obligation of the                Lenders to make, or to Convert Revolving Credit Advances
into, Eurocurrency Rate                Advances shall be suspended until the Agent shall
notify the Borrower and the                Lenders that the circumstances causing such
suspension no longer exist; provided that, if the circumstances set forth in
clause (ii) above are                applicable, the Borrower may elect, by notice to the
Agent and the Lenders, to                continue such Advances in such Committed
Currency for Interest Periods of not                longer than one month, which Advances
shall thereafter bear interest at a rate                per annum equal to the Applicable
Margin plus, for each Lender, the cost to such                Lender (expressed as a rate
per annum) of funding its Eurocurrency Rate Advances                by whatever means it
reasonably determines to be appropriate. Each Lender shall                certify its
cost of funds for each Interest Period to the Agent and the Borrower                as
soon as practicable (but in any event not later than ten Business Days after
               the first day of such Interest Period).  





        (c)                      If
the Borrower shall fail to select the duration of any Interest Period for any
               Eurocurrency Rate Advances in accordance with the provisions contained in
the                definition of “Interest Period” in Section 1.01, the
Agent will                forthwith so notify the Borrower and the Lenders and such
Advances will                automatically, on the last day of the then existing Interest
Period therefor, be                continued as Eurocurrency Rate Advances having an
interest period of one month.  





        (d)                      On
the date on which the aggregate unpaid principal amount of Eurocurrency Rate
               Advances comprising any Borrowing shall be reduced, by payment or
prepayment or                otherwise, to less than $10,000,000, such Advances shall
automatically Convert                into Base Rate Advances.  





        (e)                      Upon
the occurrence and during the continuance of any Event of Default,                (i) each
Eurocurrency Rate Advance will automatically, on the last day of                the then
existing Interest Period therefor, (A) if such Eurocurrency Rate
               Advances are denominated in Dollars, be Converted into Base Rate Advances
and                (B) if such Eurocurrency Rate Advances are denominated in any
Committed                Currency, be exchanged into an Equivalent amount of Dollars and
be Converted                into Base Rate Advances and (ii) the obligation of the
Lenders to make, or                to Convert Advances into, Eurocurrency Rate Advances
shall be suspended; provided that Borrower may elect, by notice to the Agent and
the Lenders                within one Business Day of such Event of Default, to continue
such Advances in                such Committed Currency, whereupon the Agent may require
that each Interest                Period relating to such Eurocurrency Rate Advances
shall bear interest at the                Overnight Eurocurrency Rate for a period of
three Business Days and thereafter,                each such Interest Period shall have a
duration of not longer than one month.                “Overnight Eurocurrency Rate” means
the rate per annum                applicable to an overnight period beginning on one
Business Day and ending on                the next Business Day equal to the sum of 1%,
the Applicable Interest Rate                Margin and the average, rounded upward to the
nearest whole multiple of 1/16 of                1%, if such average is not such a
multiple, of the respective rates per annum                quoted by each Reference Bank
to the Agent on request as the rate at which it is                offering overnight
deposits in the relevant currency in amounts comparable to                such Reference
Bank’s Eurocurrency Rate Advances.  





        (f)                      If
Moneyline Telerate Service Page 3750 is unavailable and fewer than two
               Reference Banks furnish timely information to the Agent for determining
the                Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or
LIBO Rate                Advances, as the case may be,  





	 	        (i)                      the
Agent shall forthwith notify the Borrower and the Lenders that the interest
               rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate
               Advances, as the case may be,  







	 	        (ii)                      with
respect to Eurocurrency Rate Advances, each such Advance will
               automatically, on the last day of the then existing Interest Period
therefor,                (A) if such Eurocurrency Rate Advance is denominated in
Dollars, be prepaid                by the Borrower or be automatically Converted into a
Base Rate Advance and                (B) if such Eurocurrency Rate Advance is
denominated in any Committed                Currency, be prepaid by the Borrower or be
automatically exchanged into an                Equivalent amount of Dollars and be
Converted into a Base Rate Advance (or if                such Advance is then a Base Rate
Advance, will continue as a Base Rate Advance),                and  







	 	        (iii)                      the
obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate
               Advances or to Convert Revolving Credit Advances into Eurocurrency Rate
Advances                shall be suspended until the Agent shall notify the Borrower and
the Lenders                that the circumstances causing such suspension no longer
exist.  








18 









        SECTION
2.09. Optional Conversion of Revolving Credit Advances. The Borrower may on any
Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York
City time) on the third Business Day prior to the date of the proposed Conversion and
subject to the provisions of Sections 2.08 and 2.12, Convert all Revolving Credit
Advances denominated in Dollars of one Type comprising the same Borrowing into Revolving
Credit Advances denominated in Dollars of the other Type; provided, however,
that any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurocurrency Rate Advances, any
Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not
less than the minimum amount specified in Section 2.02(b) and no Conversion of any
Revolving Credit Advances shall result in more separate Revolving Credit Borrowings than
permitted under Section 2.02(b). Each such notice of a Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion, (ii) the
Dollar denominated Revolving Credit Advances to be Converted, and (iii) if such
Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period
for each such Advance. Each notice of Conversion shall be irrevocable and binding on the
Borrower. 



        SECTION
2.10. Prepayments of Revolving Credit Advances. (a) Optional. The
Borrower may, upon notice at least two Business Days’ prior to the date of such
prepayment, in the case of Eurocurrency Rate Advances, and not later than 11:00 A.M. (New
York City time) on the date of such prepayment, in the case of Base Rate Advances, to the
Agent stating the proposed date and aggregate principal amount of the prepayment, and if
such notice is given the Borrower shall, prepay the outstanding principal amount of the
Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole
or ratably in part without premium or penalty, together with accrued interest to the date
of such prepayment on the principal amount prepaid; provided, however, that
(x) each partial prepayment shall be in an aggregate principal amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof or the Equivalent thereof in a Committed
Currency (determined on the date notice of prepayment is given) and (y) in the event
of any such prepayment of a Eurocurrency Rate Advance, the Borrower shall be obligated to
reimburse the Lenders in respect thereof pursuant to Section 8.04(c). 



        (b)       Mandatory
Prepayments. (i) If the Agent notifies the Borrower that, on           any interest
payment date, the sum of (A) the aggregate principal amount of all           Advances
denominated in Dollars then outstanding plus (B) the Equivalent in           Dollars
(determined on the third Business Day prior to such interest payment           date) of
the aggregate principal amount of all Advances denominated in Foreign
          Currencies then outstanding exceeds 103% of the aggregate Commitments of the
          Lenders on such date, the Borrower shall, within two Business Days after
receipt           of such notice, prepay the outstanding principal amount of any Advances
owing by           the Borrower in an aggregate amount sufficient to reduce such sum to
an amount           not to exceed 100% of the aggregate Commitments of the Lenders on
such date.  




        (ii)                 Each
prepayment made pursuant to this Section 2.10(b) shall be made together           with
any interest accrued to the date of such prepayment on the principal           amounts
prepaid and, in the case of any prepayment of a Eurocurrency Rate           Advance, a
LIBO Rate Advance or a Local Rate Advance on a date other than the           last day of
an Interest Period or at its maturity, any additional amounts which           the
Borrower shall be obligated to reimburse to the Lenders in respect thereof
          pursuant to Section 8.04(c). The Agent shall give prompt notice of any
          prepayment required under this Section 2.10(b) to the Borrower and the Lenders.  




        SECTION
2.11. Increased Costs. (a) If, due to either (i) the introduction of or any
change in or in the interpretation of any law or regulation or (ii) the compliance
with any guideline or request issued by any central bank or other governmental authority
including, without limitation, any agency of the European Union or similar monetary or
multinational authority after the date hereof (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or making,
funding or maintaining Eurocurrency Rate Advances or LIBO Rate Advances (excluding for
purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or is otherwise
subject to tax), then the Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost,
provided that the Borrower shall not be required to pay any such additional amounts
to the extent such additional amounts accrued prior to the date that is six months prior
to the date of such notice. A certificate in reasonable detail as to the amount of such
increased cost, submitted to the Borrower and the Agent by such Lender contemporaneously
with the demand for payment, shall be conclusive and binding for all purposes, absent
manifest error. 




19 









        (b)                 If
any Lender determines that compliance with any law or regulation or any
          guideline or request from any central bank or other governmental authority
          (whether or not having the force of law) affects or would affect the amount of
          capital required or expected to be maintained by such Lender or any corporation
          controlling such Lender and that the amount of such capital is increased by or
          based upon the existence of such Lender’s commitment to lend hereunder and
          other commitments of this type, then, upon demand by such Lender (with a copy
of           such demand to the Agent), the Borrower shall pay to the Agent for the
account           of such Lender, from time to time as specified by such Lender,
additional           amounts sufficient to compensate such Lender or such corporation in
the light of           such circumstances, to the extent that such Lender reasonably
determines such           increase in capital to be allocable to the existence of such
Lender’s           commitment to lend hereunder. A certificate in reasonable detail
as to such           amounts submitted to the Borrower and the Agent by such Lender
contemporaneously           with the demand for payment shall be conclusive and binding
for all purposes,           absent manifest error.  





        SECTION
2.12. Illegality. Notwithstanding any other provision of this Agreement, if any
Lender shall notify the Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for any Lender or its Eurocurrency
Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in
Dollars or any Committed Currency or LIBO Rate Advances in Dollars or any Foreign Currency
or to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed Currency or
LIBO Rate Advances in Dollars or any Foreign Currency hereunder, (a) each
Eurocurrency Rate Advance or LIBO Rate Advance, as the case may be, will automatically,
upon such demand, (i) if such Eurocurrency Rate Advance or LIBO Rate Advance is
denominated in Dollars, be Converted into a Base Rate Advance or an Advance that bears
interest at the rate set forth in Section 2.07(a)(i), as the case may be, and
(ii) if such Eurocurrency Rate Advance or LIBO Rate Advance is denominated in any
Foreign Currency, be exchanged into an Equivalent amount of Dollars and be Converted into
a Base Rate Advance or an Advance that bears interest at the rate set forth in
Section 2.07(a)(i), as the case may be, and (b) the obligation of the Lenders to
make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Revolving Credit
Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify
the Borrower and the Lenders that the circumstances causing such suspension no longer
exist. 



        SECTION
2.13. Payments and Computations. (a) The Borrower shall make each payment
hereunder, except with respect to principal of, interest on, and other amounts relating
to, Advances denominated in a Foreign Currency, not later than 11:00 A.M.
(New York City time) on the day when due in Dollars to the Agent at the applicable
Agent’s Account in same day funds. The Borrower shall make each payment hereunder
with respect to principal of, interest on, and other amounts relating to, Advances
denominated in a Foreign Currency, not later than 11:00 A.M. (at the Payment Office
for such Foreign Currency) on the day when due in such Foreign Currency to the Agent, by
deposit of such funds to the applicable Agent’s Account in same day funds. The Agent
will promptly thereafter cause to be distributed like funds relating to the payment of
principal or interest or facility fees ratably (other than amounts payable pursuant to
Section 2.03, 2.11, 2.14 or 8.04(c)) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this Agreement. Upon
any Assuming Lender becoming a Lender hereunder as a result of Commitment Increase
pursuant to Section 2.18, and upon the Agent’s receipt of such Lender’s
Assumption Agreement and recording of the information contained therein in the Register,
from and after the applicable Increase Date, the Agent shall make all payments hereunder
and under any Notes issued in connection therewith in respect of the interest assumed
thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 8.07(c), from and after the effective date specified in such Assignment and
Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of
the interest assigned thereby to the Lender assignee thereunder, and the parties to such
Assignment and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves. 




20 









        (b)                 The
Borrower hereby authorizes each Lender, if and to the extent payment owed to
          such Lender is not made when due hereunder or under the Note held by such
          Lender, to charge from time to time against any or all of the Borrower’s
          accounts with such Lender any amount so due. Each Lender that charges an
account           of the Borrower in accordance with this Section agrees to promptly so
notify the           Borrower, provided that the failure to give such notice shall
not affect           the validity of such charge.  





        (c)                 All
computations of interest based on the Base Rate shall be made by the Agent           on
the basis of a year of 365 or 366 days, as the case may be, all computations           of
interest based on the Eurocurrency Rate or the Federal Funds Rate and of
          facility fees shall be made by the Agent on the basis of a year of 360 days and
          computations in respect of Competitive Bid Advances shall be made by the Agent
          or the Sub-Agent, as the case may be, as specified in the applicable Notice of
          Competitive Bid Borrowing (or, in each case of Advances denominated in Foreign
          Currencies where market practice differs, in accordance with market practice),
          in each case for the actual number of days (including the first day but
          excluding the last day) occurring in the period for which such interest or
          facility fees are payable. Each determination by the Agent of an interest rate
          hereunder shall be conclusive and binding for all purposes, absent manifest
          error.  





        (d)                 Whenever
any payment hereunder or under the Notes shall be stated to be due on a           day
other than a Business Day, such payment shall be made on the next succeeding
          Business Day, and such extension of time shall in such case be included in the
          computation of payment of interest or facility fee, as the case may be; provided,
however, that, if such extension would cause payment of           interest on or
principal of Eurocurrency Rate Advances or LIBO Rate Advances to           be made in the
next following calendar month, such payment shall be made on the           next preceding
Business Day.  





        (e)                 Unless
the Agent shall have received notice from the Borrower prior to the date           on
which any payment is due to the Lenders hereunder that the Borrower will not
          make such payment in full, the Agent may assume that the Borrower has made such
          payment in full to the Agent on such date and the Agent may, in reliance upon
          such assumption, cause to be distributed to each Lender on such due date an
          amount equal to the amount then due such Lender. If and to the extent the
          Borrower shall not have so made such payment in full to the Agent, each Lender
          shall repay to the Agent forthwith on demand such amount distributed to such
          Lender together with interest thereon, for each day from the date such amount
is           distributed to such Lender until the date such Lender repays such amount to
the           Agent, at (i) the Federal Funds Rate in the case of Advances denominated in
          Dollars or (ii) the cost of funds incurred by the Agent in respect of such
          amount in the case of Advances denominated in Foreign Currencies.  





        SECTION
2.14. Taxes. (a) Any and all payments by the Borrower hereunder or under the Notes
shall be made, in accordance with Section 2.13, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case of
each Lender and the Agent, taxes imposed on its overall net income, and franchise taxes
imposed on it in lieu of net income taxes, by the jurisdictions in which such Lender or
the Agent (as the case may be) is otherwise subject to tax (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as “Taxes”).
If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note to any Lender or the Agent, (i) the sum payable
shall be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section 2.14)
such Lender or the Agent (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable law. 



        (b)                 In
addition, the Borrower shall pay any present or future stamp or documentary
          taxes or any other excise or property taxes, charges or similar levies that
          arise from any payment made hereunder or under the Notes or from the execution,
          delivery or registration of, performing under, or otherwise with respect to,
          this Agreement or the Notes (hereinafter referred to as “Other
          Taxes”).  





        (c)                 The
Borrower shall indemnify each Lender and the Agent for and hold it harmless
          against the full amount of Taxes or Other Taxes (including, without limitation,
          taxes of any kind imposed by any jurisdiction on amounts payable under this
          Section 2.14) imposed on or paid by such Lender or the Agent (as the case
          may be) and any liability (including penalties, interest and expenses not
          incurred by reason of gross negligence or willful misconduct on the part of
such           Lender or the Agent) arising therefrom or with respect thereto. This
          indemnification shall be made within 30 days from the date such Lender or the
          Agent (as the case may be) makes written demand therefor.  




21 











        (d)                 Within
30 days after the date of any payment of Taxes, the Borrower shall           furnish to
the Agent, at its address referred to in Section 8.02(a), the           original or
a certified copy of a receipt evidencing such payment. In the case           of any
payment hereunder or under the Notes by or on behalf of the Borrower           through an
account or branch outside the United States or by or on behalf of the           Borrower
by a payor that is not a United States person, if the Borrower           determines that
no Taxes are payable in respect thereof, the Borrower shall           furnish, or shall
cause such payor to furnish, to the Agent, at such address, an           opinion of
counsel as requested by and acceptable to the Agent stating that such           payment
is exempt from Taxes. For purposes of this subsection (d) and subsection           (e),
the terms “United States” and “United States           person” shall
have the meanings specified in Section 7701 of the           Internal Revenue Code.  





        (e)                 Each
Lender organized under the laws of a jurisdiction outside the United           States, on
or prior to the date of its execution and delivery of this Agreement           in the
case of each Initial Lender and on the date of the Assumption Agreement           or the
Assignment and Acceptance pursuant to which it becomes a Lender in the           case of
each other Lender, and from time to time thereafter as requested in           writing by
the Borrower (but only so long as such Lender remains lawfully able           to do so),
shall provide each of the Agent and the Borrower with two original           Internal
Revenue Service forms 1001 or 4224, as appropriate, or any           successor or
other form prescribed by the Internal Revenue Service, certifying           that such
Lender is exempt from or entitled to a reduced rate of United States
          withholding tax on payments pursuant to this Agreement or the Notes. If the
form           provided by a Lender at the time such Lender first becomes a party to this
          Agreement indicates a United States interest withholding tax rate in excess of
          zero, withholding tax at such rate shall be considered excluded from Taxes
          unless and until such Lender provides the appropriate forms certifying that a
          lesser rate applies, whereupon withholding tax at such lesser rate only shall
be           considered excluded from Taxes for periods governed by such form; provided,
however, that, if at the date of the Assignment and           Acceptance pursuant
to which a Lender assignee becomes a party to this           Agreement, the Lender
assignor was entitled to payments under           subsection (a) in respect of
United States withholding tax with respect to           interest paid at such date, then,
to such extent, the term Taxes shall include           (in addition to withholding taxes
that may be imposed in the future or other           amounts otherwise includable in
Taxes) United States withholding tax, if any,           applicable with respect to the
Lender assignee on such date. In addition, each           Lender agrees that from time to
time after the Effective Date, when a change in           circumstances renders the
previous certification obsolete or inaccurate in any           material respect, it will
deliver to the Borrower and the Agent two new accurate           and complete original
signed copies of Internal Revenue Service Form 4224 or           1001, as the case may
be, and such other forms as may be required in order to           confirm or establish
the entitlement of such Lender to a continued exemption           from or reduction in
United States withholding tax with respect to payments           under this Agreement or
any Note, unless any change in treaty, law or regulation           has occurred after the
date such Lender becomes a party hereunder which renders           all such forms
inapplicable or which would prevent such Lender from duly           completing and
delivering any such form with respect to it and such Lender so           advises the
Borrower and the Agent. If any form or document referred to in this           subsection (e)
requires the disclosure of information, other than           information necessary to
compute the tax payable and information required on the           date hereof by Internal
Revenue Service form 1001 or 4224, that the Lender           reasonably considers to
be confidential, the Lender shall give notice thereof to           the Borrower and shall
not be obligated to include in such form or document such           confidential
information.  





        (f)                 Each
Initial Lender hereby confirms as of the Effective Date, and each other           Lender
confirms as of the effective date of the Assignment and Acceptance           pursuant to
which it becomes a party hereto, in favor of the Agent and the           Borrower that
either (i) such Lender is not resident in the United Kingdom and           is
beneficially entitled to the Advances and the interest thereon or (ii) it is           a
bank as defined for the purposes of Section 349 of the Income and Corporation
          Taxes Act of 1988 of the United Kingdom and is beneficially entitled to the
          Advances and the interest thereon, and each Lender agrees to notify the Agent
if           there is any change in its position from that set forth in this clause (f).  





        (g)                 For
any period with respect to which a Lender has failed to provide the Borrower
          with the appropriate form described in Section 2.14(e) (otherthan if
such failure is due to a change in law occurring subsequent to           the date on
which a form originally was required to be provided, or if such form           otherwise
is not required under subsection (e) above), such Lender shall           not be
entitled to indemnification under Section 2.14(a) or (c) with           respect to
Taxes imposed by the United States by reason of such failure; provided, however,
that should a Lender become subject to Taxes           because of its failure to deliver
a form required hereunder, the Borrower shall           take such steps as the Lender
shall reasonably request to assist the Lender to           recover such Taxes.  




22 











        (h)                 Any
Lender claiming any additional amounts payable pursuant to this           Section 2.14
agrees to use reasonable efforts (consistent with its internal           policy and legal
and regulatory restrictions) to change the jurisdiction of its           Eurocurrency
Lending Office if the making of such a change would avoid the need           for, or
reduce the amount of, any such additional amounts that may thereafter           accrue
and would not, in the reasonable judgment of such Lender, be otherwise
          disadvantageous to such Lender.  





        SECTION
2.15. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Revolving Credit Advances owing to it (other than pursuant to
Section 2.11, 2.14 or 8.04(c)) in excess of its ratable share of payments on account
of the Revolving Credit Advances obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in the Revolving Credit Advances owing
to them as shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to such
Lender’s ratable share (according to the proportion of (i) the amount of such
Lender’s required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.15 may, to
the fullest extent permitted by law, exercise all its rights of payment (including the
right of set-off) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrower in the amount of such participation. 



        SECTION
2.16. Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Revolving Credit Advance owing to such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder in respect of Revolving Credit Advances. The Borrower agrees that upon
notice by any Lender to the Borrower (with a copy of such notice to the Agent) to the
effect that a Revolving Credit Note is required or appropriate in order for such Lender to
evidence (whether for purposes of a permitted pledge, enforcement or otherwise) the
Revolving Credit Advances owing to, or to be made by, such Lender, the Borrower shall
promptly execute and deliver to such Lender a Revolving Credit Note payable to the order
of such Lender in a principal amount up to the Commitment of such Lender. 



        (b)                 The
Register maintained by the Agent pursuant to Section 8.07(d) shall include a
          control account, and a subsidiary account for each Lender, in which accounts
          (taken together) shall be recorded (i) the date and amount of each Borrowing
          made hereunder, the Type of Advances comprising such Borrowing and, if
          appropriate, the Interest Period applicable thereto, (ii) the terms of each
          Assumption Agreement and each Assignment and Acceptance delivered to and
          accepted by it, (iii) the amount of any principal or interest due and payable
or           to become due and payable from the Borrower to each Lender hereunder and
(iv)           the amount of any sum received by the Agent from the Borrower hereunder
and each           Lender’s share thereof.  





        (c)                 Entries
made in good faith by the Agent in the Register pursuant to subsection           (b)
above, and by each Lender in its account or accounts pursuant to subsection           (a)
above, shall be primafacie evidence of the amount of           principal
and interest due and payable or to become due and payable from the           Borrower to,
in the case of the Register, each Lender and, in the case of such           account or
accounts, such Lender, under this Agreement, absent manifest error; provided, however,
that the failure of the Agent or such Lender to           make an entry, or any finding
that an entry is incorrect, in the Register or           such account or accounts shall
not limit or otherwise affect the obligations of           the Borrower under this
Agreement.  





        SECTION
2.17. Use of Proceeds. The proceeds of the Advances shall be available (and the
Borrower agrees that it shall use such proceeds) solely for general corporate purposes of
the Borrower and its Subsidiaries. 




23 









        SECTION
2.18. Increase in the Aggregate Commitments. (a) The Borrower may, from time to
time, by notice to the Agent, request that the aggregate amount of the Commitment be
increased by an amount of $25,000,000 or an integral multiple thereof (each a
“Commitment Increase”) to be effective as of a date that is at least 90
days prior to the scheduled Termination Date then in effect (the “Increase
Date”) as specified in the related notice to the Agent; provided,
however that (i) in no event shall the aggregate amount of the Commitments at any
time exceed $600,000,000 and (ii) on the date of any request by the Borrower for a
Commitment Increase and on the related Increase Date the applicable conditions set forth
in Article III shall be satisfied. 



        (b)                      The
Agent shall promptly notify the Lenders of a request by the Borrower for a
               Commitment Increase, which notice shall include (i) the proposed amount of
such                requested Commitment Increase, (ii) the proposed Increase Date and
(iii) the                date by which Lenders wishing to participate in the Commitment
Increase must                commit to an increase in the amount of their respective
Commitments, which shall                be at least five Business Days prior to the
Increase Date (the                “Commitment Date”). Each Lender that
is willing to participate                in such requested Commitment Increase (each an
“Increasing                Lender”) shall, in its sole discretion, give
written notice to the                Agent on or prior to the Commitment Date of the
amount by which it is willing to                increase its Commitment. If the Lenders
notify the Agent that they are willing                to increase the amount of their
respective Commitments by an aggregate amount                that exceeds the amount of
the requested Commitment Increase, the requested                Commitment Increase shall
be allocated among the Lenders willing to participate                therein in such
amounts as are agreed between the Borrower and the Agent.  





        (c)                      Promptly
following each Commitment Date, the Agent shall notify the Borrower as                to
the amount, if any, by which the Lenders are willing to participate in the
               requested Commitment Increase. If the aggregate amount by which the
Lenders are                willing to participate in any requested Commitment Increase on
any such                Commitment Date is less than the requested Commitment Increase,
then the                Borrower may extend offers to one or more Eligible Assignees to
participate in                any portion of the requested Commitment Increase that has
not been committed to                by the Lenders as of the applicable Commitment Date;
provided, however, that the Commitment of each such Eligible Assignee shall
be in                an amount of $25,000,000 or more. The Borrower, at its discretion,
may withdraw                its request for a Commitment Increase at any time prior to
the Increase Date.  





        (d)                      On
each Increase Date, each Eligible Assignee that accepts an offer to
               participate in a requested Commitment Increase in accordance with Section
               2.18(b) (each such Eligible Assignee, an “Assuming Lender”)
               shall become a Lender party to this Agreement as of such Increase Date and
the                Commitment of each Increasing Lender for such requested Commitment
Increase                shall be so increased by such amount (or by the amount allocated
to such Lender                pursuant to the last sentence of Section 2.18(b)) as of
such Increase Date; provided, however, that the Agent shall have received
on or before                such Increase Date the following, each dated such date:  





	 	        (i)                      (A)
certified copies of resolutions of the Board of Directors of the Borrower or
               the Executive Committee of such Board approving the Commitment Increase
and the                corresponding modifications to this Agreement and (B) an opinion
of counsel for                the Borrower (which may be in-house counsel), in
substantially the form of                Exhibit D hereto;  







	 	        (ii)                      an
assumption agreement from each Assuming Lender, if any, in form and substance
               satisfactory to the Borrower and the Agent (each an “Assumption
               Agreement”), duly executed by such Eligible Assignee, the Agent
and the                Borrower; and  







	 	        (iii)                      confirmation
from each Increasing Lender of the increase in the amount of its
               Commitment in a writing satisfactory to the Borrower and the Agent.  







On each Increase Date, upon
fulfillment of the conditions set forth in the immediately preceding sentence of this
Section 2.18(d), the Agent shall notify the Lenders (including, without limitation, each
Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by
telecopier, of the occurrence of the Commitment Increase to be effected on such Increase
Date and shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date. 




24 









ARTICLE III 



CONDITIONS TO
EFFECTIVENESS AND LENDING 



        SECTION
3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03.
Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the
first date (the “Effective Date”) on which the following conditions precedent
have been satisfied: 



	 	        (a)                      There
shall have occurred no Material Adverse Change since January 3, 2004.  







	 	        (b)                      There
shall exist no action, suit, investigation, litigation or proceeding
               affecting the Borrower or any of its Subsidiaries pending or threatened
before                any court, governmental agency or arbitrator that (i) would be
reasonably                likely to have a Material Adverse Effect other than the matters
described on                Schedule 3.01(b) hereto (the “Disclosed
Litigation”) or                (ii) purports to affect the legality,
validity or enforceability of this                Agreement or any Note or the
consummation of the transactions contemplated                hereby, and there shall have
been no adverse change in the status, or financial                effect on the Borrower
or any of its Subsidiaries, of the Disclosed Litigation                from that
described on Schedule 3.01(b) hereto.  







	 	        (c)                      Nothing
shall have come to the attention of the Lenders during the course of                their
due diligence investigation to lead them to believe that the Information
               Memorandum was or has become misleading, incorrect or incomplete in any
material                respect; without limiting the generality of the foregoing, the
Lenders shall                have been given such access to the management, records,
books of account,                contracts and properties of the Borrower and its
Subsidiaries as they shall have                reasonably requested.  







	 	        (d)                      All
governmental and third party consents and approvals necessary in connection
               with the transactions contemplated hereby shall have been obtained
(without the                imposition of any conditions that are not acceptable to the
Lenders) and shall                remain in effect, and no law or regulation shall be
applicable in the reasonable                judgment of the Lenders that restrains,
prevents or imposes materially adverse                conditions upon the transactions
contemplated hereby.  







	 	        (e)                      The
Borrower shall have notified each Lender and the Agent in writing as to the
               proposed Effective Date.  







	 	        (f)                      The
Borrower shall have paid all accrued fees and expenses of the Agent and the
               Lenders (including the accrued fees and expenses of counsel to the Agent
to the                extent invoiced prior to the Effective Date).  







	 	        (g)                      On
the Effective Date, the following statements shall be true and the Agent
               shall have received for the account of each Lender a certificate signed by
a                duly authorized officer of the Borrower, dated the Effective Date,
stating that:  







	 	        (i)                      The
representations and warranties contained in Section 4.01 are correct on
               and as of the Effective Date, and  







	 	        (ii)                 No
event has occurred and is continuing that constitutes a Default.  







	 	        (h)                      The
Agent shall have received on or before the Effective Date the following,
               each dated such day, in form and substance satisfactory to the Agent and
(except                for the Revolving Credit Notes) in sufficient copies for each
Lender:  







	 	        (i)                      The
Revolving Credit Notes to the order of the Lenders to the extent requested
               by any Lender pursuant to Section 2.16.  







	 	        (ii)                      Certified
copies of the resolutions of the Board of Directors of the Borrower
               approving this Agreement and the Notes, and of all documents evidencing
other                necessary corporate action and governmental approvals, if any, with
respect to                this Agreement and the Notes.  








25 









	 	        (iii)                      A
certificate of the Secretary or an Assistant Secretary of the Borrower
               certifying the names and true signatures of the officers of the Borrower
               authorized to sign this Agreement and the Notes and the other documents to
be                delivered hereunder.  







	 	        (iv)                      A
favorable opinion of Susan F. Marrinan, General Counsel of the Borrower, and a
               favorable opinion of Foley & Lardner, counsel to the Borrower,
substantially                in the form of Exhibit D-1 and Exhibit D-2 hereto,
respectively, and as to                such other matters as any Lender through the Agent
may reasonably request.  







	 	        (v)                      A
favorable opinion of Shearman & Sterling LLP, counsel for the Agent,
               in form and substance satisfactory to the Agent.  







	 	        (i)                      The
Borrower shall have terminated the commitments, and paid in full all Debt,
               interest, fees and other amounts outstanding, under (i) the $200,000,000
Amended                and Restated 364-Day Credit Agreement dated as of August 1, 2003
among the                Borrower, the lenders parties thereto, Citibank N.A., as
administrative agent,                Citigroup Global Markets Inc., as lead arranger and
book manager, Banc One                Securities Inc., as co-arranger, and Bank One NA,
as syndication agent and (ii)                the Amended and Restated Five Year Credit
agreement dated as of August 21, 2000                among the Borrower, the lenders
parties thereto, Citibank, N.A., as                administrative agent, Salomon Smith
Barney Inc., as lead arranger and book                manager, Banc One Securities Inc.,
as co-arranger, and The First National Bank                of Chicago, as syndication
agent. Each of the Lenders that is a party to the                above described credit
agreements, by execution hereof, hereby waives any                requirement of prior
notice to the termination of the commitments thereunder.  







        SECTION
3.02. Conditions Precedent to Each Revolving Credit Borrowing and Commitment
Increase. The obligation of each Lender to make a Revolving Credit Advance on the
occasion of each Revolving Credit Borrowing and each Commitment Increase pursuant to
Section 2.18 shall be subject to the conditions precedent that the Effective Date shall
have occurred and on the date of such Revolving Credit Borrowing or the applicable
Increase Date (a) the following statements shall be true (and each of the giving of
the applicable Notice of Revolving Credit Borrowing, request for Commitment Increase and
the acceptance by the Borrower of the proceeds of such Revolving Credit Borrowing shall
constitute a representation and warranty by the Borrower that on the date of such
Borrowing or such Increase Date such statements are true): 



	 	        (i)                      the
representations and warranties contained in Section 4.01 (except, in
               the case of Revolving Credit Borrowings, the representations set forth in
the                last sentence of subsection (e) thereof and in subsection (f)(i)
               thereof) are correct on and as of such date, before and after giving
effect to                such Revolving Credit Borrowing or such Commitment Increase and
to 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 Revolving
               Credit Borrowing, such Commitment Increase or from the application of the
               proceeds therefrom, that constitutes a Default, and  







	 	        (iii)                      after
giving effect to such Revolving Credit Borrowing, the aggregate amount of
               the Borrower’s Debt (not including other transactions relating to
Snap-on                Credit LLC) from any bank or financial institution or under any
commercial paper                facility or debt securities or securitization program
outstanding will not                exceed $500,000,000 or, if greater, the amount
authorized by resolutions of the                Board of Directors in effect on the date
of such Revolving Credit Borrowing;  







and (b) the Agent shall have
received such other approvals, opinions or documents as any Lender through the Agent may
reasonably request. 



26 










        SECTION
3.03. Conditions Precedent to Each Competitive Bid Borrowing. The obligation of
each Lender that is to make a Competitive Bid Advance on the occasion of a Competitive Bid
Borrowing to make such Competitive Bid Advance as part of such Competitive Bid Borrowing
is subject to the conditions precedent that (i) the Agent shall have received the
written confirmatory Notice of Competitive Bid Borrowing with respect thereto,
(ii) on or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note payable to
the order of such Lender for each of the one or more Competitive Bid Advances to be made
by such Lender as part of such Competitive Bid Borrowing, in a principal amount equal to
the principal amount of the Competitive Bid Advance to be evidenced thereby and otherwise
on such terms as were agreed to for such Competitive Bid Advance in accordance with
Section 2.03, and (iii) on the date of such Competitive Bid Borrowing the
following statements shall be true (and each of the giving of the applicable Notice of
Competitive Bid Borrowing and the acceptance by the Borrower of the proceeds of such
Competitive Bid Borrowing shall constitute a representation and warranty by the Borrower
that on the date of such Competitive Bid Borrowing such statements are true): 



	 	        (a)                      the
representations and warranties contained in Section 4.01 are correct on
               and as of the date of such Competitive Bid Borrowing, before and after
giving                effect to such Competitive Bid Borrowing and to the application of
the proceeds                therefrom, as though made on and as of such date,  







	 	        (b)                      no
event has occurred and is continuing, or would result from such Competitive
               Bid Borrowing or from the application of the proceeds therefrom, that
               constitutes a Default,  







	 	        (c)                      no
event has occurred and no circumstance exists as a result of which the
               information concerning the Borrower that has been provided to the Agent
and each                Lender by the Borrower in connection herewith would include an
untrue statement                of a material fact or omit to state any material fact or
any fact necessary to                make the statements contained therein, in the light
of the circumstances under                which they were made, not misleading, and  







	 	        (d)                      after
giving effect to such Competitive Bid Borrowing, the aggregate amount of
               the Borrower’s Debt (not including other transactions relating to
Snap-on                Credit LLC) from any bank or financial institution or under any
commercial paper                facility or debt securities or securitization program
outstanding will not                exceed $500,000,000 or, if greater, the amount
authorized by resolutions of the                Board of Directors in effect on the date
of such Competitive Bid Borrowing;.  







        SECTION
3.04. Determinations Under Section 3.01. For purposes of determining compliance
with the conditions specified in Section 3.01, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to the
Lenders unless an officer of the Agent responsible for the transactions contemplated by
this Agreement shall have received notice from such Lender prior to the date that the
Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders and the Borrower of the
occurrence of the Effective Date. 



ARTICLE IV 



REPRESENTATIONS AND
WARRANTIES 



        SECTION
 4.01.  Representations  and  Warranties  of the Borrower.  The Borrower  represents  and
warrants as follows: 





	 	        (a)                      The
Borrower is a corporation duly organized, validly existing and in good
               standing under the laws of the State of Delaware.  







	 	        (b)                      The
execution, delivery and performance by the Borrower of this Agreement and
               the Notes to be delivered by it, and the consummation of the transactions
               contemplated hereby, are within the Borrower’s corporate powers, have
been                duly authorized by all necessary corporate action, and do not
contravene                (i) the Borrower’s charter or by-laws or (ii) law
or any                contractual restriction binding on or affecting the Borrower.  








27 









	 	        (c)                      No
authorization or approval or other action by, and no notice to or filing
               with, any governmental authority or regulatory body or any other third
party is                required as a condition to the due execution, delivery and
performance by the                Borrower of this Agreement or the Notes to be delivered
by it.  







	 	        (d)                      This
Agreement has been, and each of the Notes to be delivered by it when
               delivered hereunder will have been, duly executed and delivered by the
Borrower.                This Agreement is, and each of the Notes when delivered
hereunder will be, the                legal, valid and binding obligation of the Borrower
enforceable against the                Borrower in accordance with their respective
terms.  







	 	        (e)                      The
Consolidated balance sheet of the Borrower and its Subsidiaries as at
               January 3, 2004, and the related Consolidated statements of income and
cash                flows of the Borrower and its Subsidiaries for the fiscal year then
ended,                accompanied by an opinion of Deloitte & Touche LLP, independent
public                accountants, and the Consolidated balance sheet of the Borrower and
its                Subsidiaries as at April 3, 2004, and the related Consolidated
statements of                income and cash flows of the Borrower and its Subsidiaries
for the three months                then ended, duly certified by the chief financial
officer of the Borrower,                copies of which have been furnished to each
Lender, fairly present, subject, in                the case of said balance sheet as at
April 3, 2004, and said statements of                income and cash flows for the three
months then ended, to the absence of                footnotes and to year-end audit
adjustments, the Consolidated financial                condition of the Borrower and its
Subsidiaries as at such dates and the                Consolidated results of the
operations of the Borrower and its Subsidiaries for                the periods ended on
such dates, all in accordance with generally accepted                accounting
principles consistently applied. Since January 3, 2004, there has                been no
Material Adverse Change.  







	 	        (f)                      There
is no pending or threatened action, suit, investigation, litigation or
               proceeding, including, without limitation, any Environmental Action,
affecting                the Borrower or any of its Subsidiaries before any court,
governmental agency or                arbitrator that (i) would be reasonably likely
to have a Material Adverse                Effect (other than the Disclosed Litigation) or
(ii) purports to affect the                legality, validity or enforceability of
this Agreement or any Note or the                consummation of the transactions
contemplated hereby, and there has been no                materially adverse change in
the status, or financial effect on the Borrower or                any of its
Subsidiaries, of the Disclosed Litigation from that described on                Schedule 3.01(b)
hereto.  







	 	        (g)                      The
Borrower is not engaged in the business of extending credit for the purpose
               of purchasing or carrying margin stock (within the meaning of Regulation U
               issued by the Board of Governors of the Federal Reserve System), and no
proceeds                of any Advance will be used to purchase or carry any margin stock
or to extend                credit to others for the purpose of purchasing or carrying
any margin stock.  







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







ARTICLE V 



COVENANTS OF THE
BORROWER 



        SECTION
 5.01.  Affirmative  Covenants.  So long as any Advance shall remain unpaid or any Lender
shall have any Commitment hereunder, the Borrower will: 





	 	        (a)       Compliance
with Laws, Etc. Comply, and cause each of its Material                Subsidiaries to
comply, with all applicable laws, rules, regulations and orders,                such
compliance to include, without limitation, compliance with ERISA and
               Environmental Laws the violation of which would have a Material Adverse
Effect.  








28 









	 	        (b)       Payment
of Taxes, Etc. Pay and discharge, and cause each of its Material
               Subsidiaries to pay and discharge, before the same shall become
delinquent,                (i) all taxes, assessments and governmental charges or
levies imposed upon                it or upon its property and (ii) all lawful
claims that, if unpaid, would                by law become a Lien upon its property
(other than Liens of the type described                in clause (b) of the definition of
“Permitted Liens”); provided, however, that neither the Borrower
nor any of its                Material Subsidiaries shall be required to pay or discharge
any such tax,                assessment, charge or claim that is being contested in good
faith and by proper                proceedings and as to which appropriate reserves are
being maintained, unless                and until any Lien resulting therefrom attaches
to its property and becomes                enforceable against its other creditors.  







	 	        (c)       Maintenance
of Insurance. Maintain, and cause each of its Material                Subsidiaries to
maintain, insurance with responsible and reputable insurance                companies or
associations in such amounts and covering such risks as is usually                carried
by companies engaged in similar businesses and owning similar properties
               in the same general areas in which the Borrower or such Subsidiary
operates;                provided, however, that the Borrower and its Subsidiaries
may self-insure                to the same extent as other companies engaged in similar
businesses and owning                similar properties in the same general areas in
which the Borrower or such                Subsidiary operates and to the extent
consistent with prudent business practice.  







	 	        (d)       Preservation
of Corporate Existence, Etc. Preserve and maintain, and                cause each of
its Material Subsidiaries to preserve and maintain, its corporate
               existence, rights (charter and statutory) and franchises; provided,
however, that the Borrower and such Subsidiaries may consummate any
               transaction permitted under Section 5.02(b) and providedfurther that
neither the Borrower nor any of its Material Subsidiaries                shall be
required to preserve any right or franchise if the Board of Directors                of
the Borrower or such Subsidiary shall determine that the preservation thereof
               is no longer desirable in the conduct of the business of the Borrower or
such                Subsidiary, as the case may be, and that the loss thereof is not
disadvantageous                in any material respect to the Borrower, such Subsidiary
or the Lenders.  







	 	        (e)       Visitation
Rights. At any reasonable time and from time to time and, so                long as
no Default has occurred and is continuing, upon reasonable notice,                permit
the Agent or any of the Lenders or any agents or representatives thereof,
               to examine and make copies of and abstracts from the records and books of
               account of, and visit the properties of, the Borrower and any of its
Material                Subsidiaries, and to discuss the affairs, finances and accounts
of the Borrower                and any of its Material Subsidiaries with any of their
officers or directors and                with their independent certified public
accountants.  







	 	        (f)       Keeping
of Books. Keep, and cause each of its Material Subsidiaries to                keep,
proper books of record and account, in which full and correct entries
               shall be made of all financial transactions and the assets and business of
the                Borrower and each such Subsidiary in accordance with generally
accepted                accounting principles in effect from time to time.  







	 	        (g)       Maintenance
of Properties, Etc. Maintain and preserve, and cause each of                its
Material Subsidiaries to maintain and preserve, all of its properties that
               are used or useful in the conduct of its business in good working order
and                condition, ordinary wear and tear excepted.  







	 	        (h)       Transactions
with Affiliates. Conduct, and cause each of its Material                Subsidiaries
to conduct, all transactions otherwise permitted under this                Agreement with
any of their Affiliates other than the Borrower or a wholly-owned
               Subsidiary of the Borrower on terms that are fair and reasonable and no
less                favorable to the Borrower or such Subsidiary than it would obtain in
a                comparable arm’s-length transaction with a Person not an Affiliate,
               provided that the Borrower and its Subsidiaries may transact business with
               Snap-On Credit LLC on a basis consistent with past practice.  







	 	        (i)       Reporting
Requirements. Furnish to the Agent:  







29 










	 	        (i)                      as
soon as available and in any event within 60 days after the end of each of
               the first three quarters of each fiscal year of the Borrower, the
Consolidated                balance sheet of the Borrower and its Subsidiaries as of the
end of such quarter                and Consolidated statements of income and cash flows
of the Borrower and its                Subsidiaries for the period commencing at the end
of the previous fiscal year                and ending with the end of such quarter, duly
certified (subject to the absence                of footnotes and to year-end audit
adjustments) by the chief financial officer                or treasurer of the Borrower
as having been prepared in accordance with                generally accepted accounting
principles and certificates of the chief financial                officer or treasurer of
the Borrower as to compliance with the terms of this                Agreement and setting
forth in reasonable detail the calculations necessary to                demonstrate
compliance with Section 5.03, provided that in the event                of
any change in GAAP used in the preparation of such financial statements, the
               Borrower shall also provide, if necessary for the determination of
compliance                with Section 5.03, a statement of reconciliation
conforming such financial                statements to GAAP;  







	 	        (ii)                      as
soon as available and in any event within 120 days after the end of each
               fiscal year of the Borrower, a copy of the annual audit report for such
year for                the Borrower and its Subsidiaries, containing the Consolidated
balance sheet of                the Borrower and its Subsidiaries as of the end of such
fiscal year and                Consolidated statements of income and cash flows of the
Borrower and its                Subsidiaries for such fiscal year, in each case
accompanied by an opinion                acceptable to the Required Lenders by Deloitte
& Touche LLP or other                independent public accountants acceptable to the
Required Lenders and                certificates of the chief financial officer or
treasurer of the Borrower as to                compliance with the terms of this
Agreement and setting forth in reasonable                detail the calculations
necessary to demonstrate compliance with                Section 5.03, provided that
in the event of any change in GAAP used                in the preparation of such
financial statements, the Borrower shall also                provide, if necessary for
the determination of compliance with Section 5.03, a                statement of
reconciliation conforming such financial statements to GAAP;  







	 	        (iii)                      as
soon as possible and in any event within five Business Days after an
               executive office of the Borrower knows or should have known of the
occurrence of                each Default continuing on the date of such statement, a
statement of the chief                financial officer or treasurer of the Borrower
setting forth details of such                Default and the action that the Borrower has
taken and proposes to take with                respect thereto;  







	 	        (iv)                      promptly
after the sending or filing thereof, copies of all reports that the
               Borrower sends to any of its securityholders as such, and copies of all
reports                on Forms 10-K, 10-Q and 8-K (or their equivalents) and
registration statements                (other than the exhibits thereto) that the
Borrower or any Subsidiary files with                the Securities and Exchange
Commission or any national securities exchange;  







	 	        (v)                      promptly
after the commencement thereof, notice of all actions and proceedings
               before any court, governmental agency or arbitrator affecting the Borrower
or                any of its Subsidiaries of the type described in Section 4.01(f);  







	 	        (vi)                      promptly
after the adoption thereof, notice of the increased amount of the                Borrower’s
Debt (not including other transactions relating to Snap-on                Credit LLC)
from any bank or financial institution or under any commercial paper
               facility or debt securities or securitization program authorized to be
               outstanding, together with certified copies of the resolutions of the
Board of                Directors of the Borrower approving such increase; and  







	 	        (vii)                      such
other information respecting the Borrower or any of its Subsidiaries as any
               Lender through the Agent may from time to time reasonably request.  







        SECTION
 5.02.  Negative  Covenants.  So long as any Advance  shall  remain  unpaid or any Lender
shall have any Commitment hereunder, the Borrower will not: 




30 











	 	        (a)       Liens,
Etc. Create or suffer to exist, or permit any of its Material
               Subsidiaries to create or suffer to exist, any Lien on or with respect to
any of                its properties, whether now owned or hereafter acquired, or assign,
or permit                any of its Material Subsidiaries to assign, any right to receive
income, other                than:  







	 	        (i)       
     Permitted Liens, 







	 	        (ii)                      purchase
money Liens upon or in any real property or equipment acquired or held                by
the Borrower or any Material Subsidiary in the ordinary course of business to
               secure the purchase price of such property or equipment or to secure Debt
               incurred solely for the purpose of financing the acquisition of such
property or                equipment, or Liens existing on such property or equipment at
the time of its                acquisition (other than any such Liens created in
contemplation of such                acquisition that were not incurred to finance the
acquisition of such property)                or extensions, renewals or replacements of
any of the foregoing for the same or                a lesser amount, provided, however,
that no such Lien shall extend                to or cover any properties of any character
other than the real property or                equipment being acquired (and related
property), and no such extension, renewal                or replacement shall extend to
or cover any properties not theretofore subject                to the Lien being
extended, renewed or replaced, providedfurther               that the
aggregate principal amount of the indebtedness secured by the Liens
               referred to in this clause (ii) shall not exceed $50,000,000,  







	 	        (iii)                      the
Liens existing on the Effective Date and described on Schedule 5.02(a)
               hereto,  







	 	        (iv)                      Liens
on (or assignments of) property of a Person existing at the time such
               Person is merged into or consolidated with the Borrower or any Material
               Subsidiary of the Borrower or becomes a Material Subsidiary of the
Borrower; provided that such Liens or assignments were not created in
contemplation                of such merger, consolidation or acquisition and do not
extend to any assets                other than those of the Person so merged into or
consolidated with the Borrower                or such Subsidiary or acquired by the
Borrower or such Subsidiary,  







	 	        (v)                      other
Liens or assignments securing Debt and other obligations in an aggregate
               principal amount not to exceed $50,000,000 at any time outstanding,  







	 	        (vi)                      Liens
or assignments arising in connection with a Permitted Receivables
               Financing,  







	 	        (vii)                      the
replacement, extension or renewal of any Lien or assignment permitted by
               clause (iii) or (iv) above upon or in the same property theretofore
subject                thereto or the replacement, extension or renewal (without increase
in the amount                or change in any direct or contingent obligor) of the Debt
or other obligation                secured thereby, and  







	 	        (viii)                      Liens
on proceeds of any of the assets permitted to be the subject of any Lien
               or assignment permitted by this Section 5.02(a).  







	 	        (b)       Mergers,
Etc. Merge or consolidate with or into, or convey, transfer,                lease or
otherwise dispose of (whether in one transaction or in a series of
               transactions) all or substantially all of its assets (whether now owned or
               hereafter acquired) to, any Person, or permit any of its Material
Subsidiaries                to do so, except that (i) any Material Subsidiary of the
Borrower may merge or                consolidate with or into, or transfer, convey or
dispose of assets to, any other                Subsidiary of the Borrower, (ii) any
Material Subsidiary of the Borrower may                merge into or transfer, convey or
dispose of assets to the Borrower and (iii)                the Borrower may merge into a
wholly owned Subsidiary of the Borrower that has                no material assets or
liabilities for the sole purpose of changing the state of                incorporation of
the Borrower if the surviving corporation shall expressly                assume the
liabilities of the Borrower under this Agreement and the Notes, provided, in each
case, that no Default shall have occurred and be                continuing at the time of
such proposed transaction or would result therefrom                and provided,
further, that the foregoing shall not restrict the                Borrower or its
Material Subsidiaries in respect of dispositions of inventory or                obsolete
equipment in the ordinary course of business or in respect of any
               Permitted Receivables Financing.  







31 










	 	        (c)       Accounting
Changes. Make or permit, or permit any of its Material                Subsidiaries to
make or permit, any change in accounting policies or reporting                practices,
except as required or permitted by generally accepted accounting
               principles.  







	 	        (d)       Change
in Nature of Business. Make, or permit any of its Material
               Subsidiaries to make, any material change in the nature of the business of
the                Borrower and its Subsidiaries taken as a whole as carried on at the
date hereof.  







        SECTION
5.03. Financial Covenant. So long as any Advance shall remain unpaid or any Lender
shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated
Debt to the sum of Consolidated Debt plus shareholders’ equity of not greater than
0.60:1.00. 



ARTICLE VI 



EVENTS OF DEFAULT 



        SECTION
6.01.  Events of Default.  If any of the  following  events  ("Events of Default")  shall
occur and be continuing: 





	 	        (a)                      The
Borrower shall fail to pay any principal of any Advance when the same
               becomes due and payable; or the Borrower shall fail to pay any interest on
any                Advance or make any other payment of fees or other amounts payable
under this                Agreement or any Note within three Business Days after the same
becomes due and                payable; or  







	 	        (b)                      Any
representation or warranty made by the Borrower herein or by the Borrower
               (or any of its officers) in connection with this Agreement shall prove to
have                been incorrect in any material respect when made; or  







	 	        (c)                      (i) The
Borrower shall fail to perform or observe any term, covenant or                agreement
contained in Section 5.01(d), (e) or (i), 5.02 or 5.03, or                (ii) the
Borrower shall fail to perform or observe any other term, covenant                or
agreement contained in this Agreement on its part to be performed or observed
               if such failure shall remain unremedied for 30 days after written notice
thereof                shall have been given to the Borrower by the Agent or any Lender;
or  







	 	        (d)                      The
Borrower or any of its Subsidiaries shall fail to pay any principal of or
               premium or interest on any Debt that is outstanding in a principal or net
amount                of at least $50,000,000 in the aggregate (but excluding Debt
outstanding                hereunder) of the Borrower or such Subsidiary (as the case may
be), when the                same becomes due and payable (whether by scheduled maturity,
required                prepayment, acceleration, demand or otherwise), and such failure
shall continue                after the applicable grace period, if any, specified in the
agreement or                instrument relating to such Debt; or any other event shall
occur or condition                shall exist under any agreement or instrument relating
to any such Debt and                shall continue after the applicable grace period, if
any, specified in such                agreement or instrument, if the effect of such
event or condition is to                accelerate, or to permit the acceleration of, the
maturity of such Debt; or any                such Debt shall be declared to be due and
payable, or required to be prepaid or                redeemed (other than by a regularly
scheduled required prepayment or                redemption), purchased or defeased, or an
offer to prepay, redeem, purchase or                defease such Debt shall be required
to be made, in each case prior to the stated                maturity thereof; or  







32 










	 	        (e)                      The
Borrower or any of its Material Subsidiaries shall generally not pay its
               debts as such debts become due, or shall admit in writing its inability to
pay                its debts generally, or shall make a general assignment for the
benefit of                creditors; or any proceeding shall be instituted by or against
the Borrower or                any of its Material Subsidiaries seeking to adjudicate it
a bankrupt or                insolvent, or seeking liquidation, winding up,
reorganization, arrangement,                adjustment, protection, relief, or
composition of it or its debts under any law                relating to bankruptcy,
insolvency or reorganization or relief of debtors, or                seeking the entry of
an order for relief or the appointment of a receiver,                trustee, custodian
or other similar official for it or for any substantial part                of its
property and, in the case of any such proceeding instituted against it
               (but not instituted by it), either such proceeding shall remain
undismissed or                unstayed for a period of 60 days, or any of the actions
sought in such                proceeding (including, without limitation, the entry of an
order for relief                against, or the appointment of a receiver, trustee,
custodian or other similar                official for, it or for any substantial part of
its property) shall occur; or                the Borrower or any of its Material
Subsidiaries shall take any corporate action                to authorize any of the
actions set forth above in this subsection (e); or  







	 	        (f)                      Judgments
or orders for the payment of money in excess of $50,000,000 in the
               aggregate shall be rendered against the Borrower or any of its Material
               Subsidiaries with respect to which (i) enforcement proceedings shall
have                been commenced by any creditor upon such judgments or orders or (ii) there
               shall be any period of 10 consecutive days during which a stay of
enforcement of                such judgments or orders, by reason of a pending appeal or
otherwise, shall not                be in effect; provided, however, that
any such judgment or order                shall not be an Event of Default or included in
the calculation of the aggregate                amount of judgments or orders under this
Section 6.01(f) if and for so long                as (i) the amount of such
judgment or order is covered by a valid and                binding policy of insurance
between the defendant and the insurer covering                payment thereof and (ii) such
insurer, which shall be rated at least                “A” by A.M. Best Company,
has been notified of, and has not disputed                the claim made for payment of,
the amount of such judgment or order; or  







	 	        (g)                      Any
non-monetary judgment or order shall be rendered against the Borrower or any
               of its Subsidiaries that would be reasonably expected to have a Material
Adverse                Effect, and there shall be any period of 10 consecutive days
during which a stay                of enforcement of such judgment or order, by reason of
a pending appeal or                otherwise, shall not be in effect; or  







	 	        (h)                      (i) Any
Person or two or more Persons acting in concert (other than any                Related
Person) shall have acquired beneficial ownership (within the meaning of
               Rule 13d-3 of the Securities and Exchange Commission under the
Securities                Exchange Act of 1934), directly or indirectly, of Voting Stock
of the Borrower                (or other securities convertible into such Voting Stock)
representing 30% or                more of the combined voting power of all Voting Stock
of the Borrower; or                (ii) during any period of up to 12 consecutive
calendar months, commencing                after the date of this Agreement, individuals
who at the beginning of such                12-month period were directors of the
Borrower shall cease for any reason to                constitute a majority of the board
of directors of the Borrower (except to the                extent that individuals who at
the beginning of such 12-month period were                replaced by individuals (x) elected
by a majority of the remaining members                of the board of directors of the
Borrower or (y) nominated for election by                a majority of the remaining
members of the board of directors of the Borrower                and thereafter elected
as directors by the shareholders of the Borrower); or  







	 	        (i)                      The
Borrower or any of its ERISA Affiliates shall incur, or shall be reasonably
               likely to incur liability in excess of $50,000,000 in the aggregate as a
result                of one or more of the following: (i) the occurrence of any
ERISA Event;                (ii) the partial or complete withdrawal of the Borrower
or any of its ERISA                Affiliates from a Multiemployer Plan; or (iii) the
reorganization or                termination of a Multiemployer Plan;  







then, and in any such event, the
Agent (i) shall at the request, or may with the consent, of the Required Lenders, by
notice to the Borrower, declare the obligation of each Lender to make Advances to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such interest and
all such amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly waived by
the Borrower; provided, however, that in the event of an actual or deemed
entry of an order for relief with respect to the Borrower under the Federal Bankruptcy
Code, (A) the obligation of each Lender to make Advances shall automatically be
terminated and (B) the Advances, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower. 




33 









ARTICLE VII 



THE AGENT 



        SECTION
7.01. Authorization and Action. Each Lender hereby appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Agent by the terms hereof,
together with such powers and discretion as are reasonably incidental thereto. As to any
matters not expressly provided for by this Agreement (including, without limitation,
enforcement or collection of the Notes), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders and all
holders of Notes; provided, however, that the Agent shall not be required to
take any action that exposes the Agent to personal liability or that is contrary to this
Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each
notice given to it by the Borrower pursuant to the terms of this Agreement. 



        SECTION
7.02. Agent’s Reliance, Etc. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted to be taken
by it or them under or in connection with this Agreement, except for its or their own
gross negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Agent: (i) may treat the Lender that made any Advance as the holder of
the Debt resulting therefrom until the Agent receives and accepts an Assumption Agreement
entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and
Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as
assignee, as provided in Section 8.07; (ii) may consult with legal counsel
(including counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or experts;
(iii) makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written or oral)
made in or in connection with this Agreement; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms, covenants
or conditions of this Agreement on the part of the Borrower or to inspect the property
(including the books and records) of the Borrower; (v) shall not be responsible to
any Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document furnished
pursuant hereto; and (vi) shall incur no liability under or in respect of this
Agreement by acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier or telegram) believed by it to be genuine and signed or sent
by the proper party or parties. 



        SECTION
7.03. Citibank and Affiliates. With respect to its Commitment, the Advances made by
it and the Note issued to it, Citibank shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not the Agent;
and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated, include Citibank in its individual capacity. Citibank and its Affiliates may
accept deposits from, lend money to, act as trustee under indentures of, accept investment
banking engagements from and generally engage in any kind of business with, the Borrower,
any of its Subsidiaries and any Person who may do business with or own securities of the
Borrower or any such Subsidiary, all as if Citibank were not the Agent and without any
duty to account therefor to the Lenders. 



        SECTION
7.04. Lender Credit Decision. Each Lender acknowledges that it has, independently
and without reliance upon the Agent or any other Lender and based on the financial
statements referred to in Section 4.01 and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Agent or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement. 




34 









        SECTION
7.05. Indemnification. The Lenders agree to indemnify the Agent (to the extent not
reimbursed by the Borrower), ratably according to the respective principal amounts of the
Revolving Credit Advances then owed to each of them (or if no Revolving Credit Advances
are at the time outstanding, ratably according to the respective amounts of their
Commitments), 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 the Agent in
any way relating to or arising out of this Agreement or any action taken or omitted by the
Agent under this Agreement (collectively, the “Indemnified Costs”),
provided that no Lender shall be liable for any portion of the Indemnified Costs
resulting from the Agent’s gross negligence or willful misconduct. Without limitation
of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred
by the Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, to the extent that the Agent is not reimbursed for such expenses by the
Borrower. In the case of any investigation, litigation or proceeding giving rise to any
Indemnified Costs, this Section 7.05 applies whether any such investigation,
litigation or proceeding is brought by the Agent, any Lender or a third party. 



        SECTION
7.06. Successor Agent. The Agent may resign at any time by giving written notice
thereof to the Lenders and the Borrower and may be removed at any time with or without
cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Agent with the consent, not to be unreasonably
withheld or delayed, of the Borrower so long as no Default has occurred and is continuing.
If no successor Agent shall have been so appointed by the Required Lenders, and shall have
accepted such appointment, within 30 days after the retiring Agent’s giving of notice
of resignation or the Required Lenders’ removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lenders and with the consent, not to be unreasonably
withheld or delayed, of the Borrower so long as no Default has occurred and is continuing,
appoint a successor Agent, which shall be a commercial bank organized under the laws of
the United States of America or of any State thereof and having a combined capital and
surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, discretion, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and obligations under
this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement. 



        SECTION
7.07. Sub-Agent. The Sub-Agent has been designated under this Agreement to carry
out duties of the Agent. The Sub-Agent shall be subject to each of the obligations in this
Agreement to be performed by the Sub-Agent, and each of the Borrower and the Lenders
agrees that the Sub-Agent shall be entitled to exercise each of the rights and shall be
entitled to each of the benefits of the Agent under this Agreement as relate to the
performance of its obligations hereunder. 



        SECTION
7.08. Other Agents. Each Lender hereby acknowledges that neither the syndication
agent nor any other Lender designated as any “Co-Agent” on the signature pages
hereof has any liability hereunder other than in its capacity as a Lender. 



ARTICLE VIII 



MISCELLANEOUS 



        SECTION
8.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or
the Revolving Credit Notes, nor consent to any departure by the Borrower therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do
any of the following: (a) waive any of the conditions specified in Section 3.01,
(b) increase the Commitments of the Lenders or subject the Lenders to any additional
obligations, (c) reduce the principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed
for any payment of principal of, or interest on, the Revolving Credit Advances or any fees
or other amounts payable hereunder, (e) change the percentage of the Commitments or
of the aggregate unpaid principal amount of the Revolving Credit Advances, or the number
of Lenders, that shall be required for the Lenders or any of them to take any action
hereunder or (f) amend this Section 8.01; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Agent in addition
to the Lenders required above to take such action, affect the rights or duties of the
Agent under this Agreement or any Note. 




35 









        SECTION
8.02. Notices, Etc. (a) All notices and other communications provided for hereunder
shall be (x) in writing (including telecopier or telegraphic communication) and sent by
reputable overnight courier, telecopied, telegraphed or delivered or (y) as and to the
extent set forth in Section 8.02(b) and in the proviso to this Section 8.02(a), if to the
Borrower, at its address at 10801 Corporate Drive, Pleasant Prairie, Wisconsin 53158,
Attention: Martin M. Ellen, Senior Vice President and Chief Financial Officer, and Jeffrey
F. Kostrzewa, Director Treasury Operations and Finance, with copies to 10801 Corporate
Drive, Pleasant Prairie, Wisconsin 53158, Attention: Susan F. Marrinan, General Counsel;
if to any Initial Lender, at its Domestic Lending Office specified opposite its name on
Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified
in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a
Lender; and if to the Agent, at its address at Two Penns Way, New Castle, Delaware 19720,
Attention: Bank Loan Syndications Department; or, as to the Borrower or the Agent, at such
other address as shall be designated by such party in a written notice to the other
parties and, as to each other party, at such other address as shall be designated by such
party in a written notice to the Borrower and the Agent, provided that materials
required to be delivered pursuant to Section 5.01(i)(i), (ii) or (iv) shall be delivered
to the Agent as specified in Section 8.02(b) or as otherwise specified to the Borrower by
the Agent. All such notices and communications shall, when mailed, telecopied, telegraphed
or e-mailed, be effective when deposited in the mails, telecopied, delivered to the
telegraph company or confirmed by e-mail, respectively, except that notices and
communications to the Agent pursuant to Article II, III or VII shall not be effective
until received by the Agent. Delivery by telecopier of an executed counterpart of any
amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit
hereto to be executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof. 



        (b)                 So
long as Citibank or any of its Affiliates is the Agent, notwithstanding
          anything to the contrary herein, materials required to be delivered pursuant to
          Section 5.01(i)(i), (ii) and (iv) shall be delivered to the Agent in an
          electronic medium in a format acceptable to the Agent and the Lenders by e-mail
          at oploanswebadmin@citigroup.com. The Borrower agrees that the Agent may make
          such materials, as well as any other written information, documents,
instruments           and other material relating to the Borrower, any of its
Subsidiaries or any           other materials or matters relating to this Agreement, the
Notes or any of the           transactions contemplated hereby (collectively, the
          “Communications”) available to the Lenders by posting such
          Communications on Intralinks or a substantially similar electronic system (the
          “Platform”). The Borrower acknowledges that (i) the
          distribution of material through an electronic medium is not necessarily secure
          and that there are confidentiality and other risks associated with such
          distribution, (ii) the Platform is provided “as is” and “as
          available” and (iii) neither the Agent nor any of its Affiliates warrants
          the accuracy, adequacy or completeness of the Communications or the Platform
and           each expressly disclaims liability for errors or omissions in the
Communications           or the Platform. No warranty of any kind, express, implied or
statutory,           including, without limitation, any warranty of merchantability,
fitness for a           particular purpose, non-infringement of third party rights or
freedom from           viruses or other code defects, is made by the Agent or any of its
Affiliates in           connection with the Platform.  





        (c)                 Each
Lender agrees that any notice to it (as provided in the next sentence) (a           “Notice”)
specifying that any Communications have been posted to the           Platform shall
constitute effective delivery of such information, documents or           other materials
to such Lender for purposes of this Agreement; provided          that if requested
by any Lender the Agent shall deliver a copy of the           Communications to such
Lender by email or telecopier. Each Lender agrees (i) to           notify the Agent in
writing of such Lender’s e-mail address to which a           Notice may be sent by
electronic transmission (including by electronic           communication) on or before
the date such Lender becomes a party to this           Agreement (and from time to time
thereafter to ensure that the Agent has on           record an effective e-mail address
for such Lender) and (ii) that any Notice may           be sent to such e-mail address.  





        SECTION
8.03. No Waiver; Remedies. No failure on the part of any Lender or the Agent to
exercise, and no delay in exercising, any right hereunder or under any Note shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right preclude
any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law. 




36 









        SECTION
8.04. Costs and Expenses. (a) The Borrower agrees to pay promptly (and in any event
within 10 days) after demand all costs and expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of this
Agreement, the Notes and the other documents to be delivered hereunder, including, without
limitation, (A) all due diligence, syndication (including printing, distribution and
bank meetings), transportation, computer, duplication, appraisal, consultant, and audit
expenses and (B) the reasonable fees and expenses of counsel for the Agent with
respect thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement. The Borrower further agrees to pay on demand all
costs and expenses of the Agent and the Lenders, if any (including, without limitation,
reasonable counsel fees and expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, reasonable fees and
expenses of counsel for the Agent and each Lender in connection with the enforcement of
rights under this Section 8.04(a). 



        (b)                 The
Borrower agrees to indemnify and hold harmless the Agent and each Lender and
          each of their Affiliates and their officers, directors, employees, agents and
          advisors (each, an “Indemnified Party”) from and against any
          and all claims, damages, losses, liabilities and expenses (including, without
          limitation, reasonable fees and expenses of counsel) incurred by or asserted or
          awarded against any Indemnified Party, in each case arising out of or in
          connection with or by reason of (including, without limitation, in connection
          with any investigation, litigation or proceeding or preparation of a defense in
          connection therewith) (i) the Notes, this Agreement, any of the
          transactions contemplated herein or the actual or proposed use of the proceeds
          of the Advances or (ii) the actual or alleged presence of Hazardous
          Materials on any property of the Borrower or any of its Subsidiaries, except to
          the extent (x) such claim, damage, loss, liability or expense resulted from
such           Indemnified Party’s gross negligence or willful misconduct, (y) such
claim,           damage, loss, liability or expense arises from a litigation or
proceeding among           Lenders or (z) except to the extent payable under Section
8.04(a), such claim,           damage loss, liability or expense arises in connection
with the preparation,           execution, delivery, administration, modification or
amendment of this           Agreement. In the case of an investigation, litigation or
other proceeding to           which the indemnity in this Section 8.04(b) applies, such
indemnity shall be           effective whether or not such investigation, litigation or
proceeding is brought           by the Borrower, its directors, shareholders or creditors
or an Indemnified           Party or any other Person or any Indemnified Party is
otherwise a party thereto           and whether or not the transactions contemplated
hereby are consummated. The           Borrower also agrees not to assert any claim for
special, indirect,           consequential or punitive damages against the Agent, any
Lender, any of their           Affiliates, or any of their respective directors,
officers, employees, attorneys           and agents, on any theory of liability, arising
out of or otherwise relating to           the Notes, this Agreement, any of the
transactions contemplated herein or the           actual or proposed use of the proceeds
of the Advances.  





        (c)                 If
any payment of principal of, or Conversion of, any Eurocurrency Rate Advance,
          LIBO Rate Advance or Local Rate Advance is made by the Borrower to or for the
          account of a Lender other than on the last day of the Interest Period for such
          Advance, as a result of a payment or Conversion pursuant to Section 2.08(d)
          or (e), 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to
          Section 6.01 or for any other reason, or by an Eligible Assignee to a
          Lender other than on the last day of the Interest Period for such Advance upon
          an assignment of rights and obligations under this Agreement pursuant to
          Section 8.07 as a result of a demand by the Borrower pursuant to
          Section 8.07(a), the Borrower shall, upon demand by such Lender (with a
          copy of such demand to the Agent), pay to the Agent for the account of such
          Lender any amounts required to compensate such Lender for any additional
losses,           costs or expenses that it may reasonably incur as a result of such
payment or           Conversion, including, without limitation, any loss (including loss
of           anticipated profits), cost or expense incurred by reason of the liquidation
or           reemployment of deposits or other funds acquired by any Lender to fund or
          maintain such Advance.  





        (d)                 Without
prejudice to the survival of any other agreement of the Borrower           hereunder, the
agreements and obligations of the Borrower contained in           Sections 2.11,
2.14 and 8.04 shall survive the payment in full of           principal, interest and all
other amounts payable hereunder and under the Notes.  




37 











        SECTION
8.05. Right of Set-off. Upon (i) the occurrence and during the continuance of
any Event of Default and (ii) the making of the request or the granting of the
consent specified by Section 6.01 to authorize the Agent to declare the Notes due and
payable pursuant to the provisions of Section 6.01, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by
such Lender or such Affiliate (but not including any insurance premiums) to or for the
credit or the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement and the Note held by such Lender,
whether or not such Lender shall have made any demand under this Agreement or such Note
and although such obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The rights of
each Lender and its Affiliates under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) that such Lender and its
Affiliates may have. 



        SECTION
8.06. Binding Effect. This Agreement shall become effective (other than
Sections 2.01 and 2.03, which shall only become effective upon satisfaction of the
conditions precedent set forth in Section 3.01) when it shall have been executed by
the Borrower and the Agent and when the Agent shall have been notified by each Initial
Lender that such Initial Lender has executed it and thereafter shall be binding upon and
inure to the benefit of the Borrower, the Agent and each Lender and their respective
successors and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the Lenders. 



        SECTION
8.07. Assignments and Participations. (a) Each Lender may and, if demanded by the
Borrower (so long as no Default shall have occurred and be continuing and following a
demand by such Lender pursuant to Section 2.11 or 2.14 or a notice given by such
Lender pursuant to Section 2.12) upon at least five Business Days’ notice to such
Lender and the Agent, will assign to one or more Persons all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a portion of
its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or
Notes held by it); provided, however, that (i) each such assignment
shall be of a constant, and not a varying, percentage of all rights and obligations under
this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid
Advances owing to it and Competitive Bid Notes), (ii) except in the case of an
assignment to a Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender’s rights and obligations under this Agreement, the
amount of the Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than $10,000,000 or an integral multiple of
$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible
Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant
to this Section 8.07(a) shall be arranged by the Borrower after consultation with the
Agent and shall be either an assignment of all of the rights and obligations of the
assigning Lender under this Agreement or an assignment of a portion of such rights and
obligations made concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under this
Agreement, (v) no Lender shall be obligated to make any such assignment as a result
of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such
Lender shall have received one or more payments from either the Borrower or one or more
Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding
principal amount of the Advances owing to such Lender, together with accrued interest
thereon to the date of payment of such principal amount and all other amounts payable to
such Lender under this Agreement, and (vi) the parties to each such assignment shall
execute and deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Revolving Credit Note subject to such
assignment and a processing and recordation fee of $3,500. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each Assignment
and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder and
(y) the Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
party hereto). 




38 









        (b)                 By
executing and delivering an Assignment and Acceptance, the Lender assignor
          thereunder and the assignee thereunder confirm to and agree with each other and
          the other parties hereto as follows: (i) other than as provided in such
          Assignment and Acceptance, such assigning Lender makes no representation or
          warranty and assumes no responsibility with respect to any statements,
          warranties or representations made in or in connection with this Agreement or
          the execution, legality, validity, enforceability, genuineness, sufficiency or
          value of this Agreement or any other instrument or document furnished pursuant
          hereto; (ii) such assigning Lender makes no representation or warranty and
          assumes no responsibility with respect to the financial condition of the
          Borrower or the performance or observance by the Borrower of any of its
          obligations under this Agreement or any other instrument or document furnished
          pursuant hereto; (iii) such assignee confirms that it has received a copy
          of this Agreement, together with copies of the financial statements referred to
          in Section 4.01 and such other documents and information as it has deemed
          appropriate to make its own credit analysis and decision to enter into such
          Assignment and Acceptance; (iv) such assignee will, independently and
          without reliance upon the Agent, such assigning Lender or any other Lender and
          based on such documents and information as it shall deem appropriate at the
          time, continue to make its own credit decisions in taking or not taking action
          under this Agreement; (v) such assignee confirms that it is an Eligible
          Assignee; (vi) such assignee appoints and authorizes the Agent to take
such           action as agent on its behalf and to exercise such powers and discretion
under           this Agreement as are delegated to the Agent by the terms hereof,
together with           such powers and discretion as are reasonably incidental thereto;
and           (vii) such assignee agrees that it will perform in accordance with
their           terms all of the obligations that by the terms of this Agreement are
required to           be performed by it as a Lender.  





        (c)                 Upon
its receipt of an Assignment and Acceptance executed by an assigning Lender           and
an assignee representing that it is an Eligible Assignee, together with any
          Revolving Credit Note or Notes subject to such assignment, the Agent shall, if
          such Assignment and Acceptance has been completed and is in substantially the
          form of Exhibit C hereto, (i) accept such Assignment and Acceptance,
          (ii) record the information contained therein in the Register and
          (iii) give prompt notice thereof to the Borrower.  





        (d)                 The
Agent shall maintain at its address referred to in Section 8.02 a copy           of
each Assumption Agreement and each Assignment and Acceptance delivered to and
          accepted by it and a register for the recordation of the names and addresses of
          the Lenders and the Commitment of, and principal amount of the Advances owing
          to, each Lender from time to time (the “Register”). The
entries           in the Register shall be conclusive and binding for all purposes,
absent           manifest error, and the Borrower, the Agent and the Lenders may treat
each           Person whose name is recorded in the Register as a Lender hereunder for
all           purposes of this Agreement. The Register shall be available for inspection
by           the Borrower or any Lender at any reasonable time and from time to time upon
          reasonable prior notice.  





        (e)                 Each
Lender may sell participations to one or more banks or other entities           (other
than the Borrower or any of its Affiliates) in or to all or a portion of           its
rights and obligations under this Agreement (including, without limitation,           all
or a portion of its Commitment, the Advances owing to it and any Note or           Notes
held by it); provided, however, that (i) such           Lender’s
obligations under this Agreement (including, without limitation,           its Commitment
to the Borrower hereunder) shall remain unchanged, (ii) such           Lender shall
remain solely responsible to the other parties hereto for the           performance of
such obligations, (iii) such Lender shall remain the holder           of any such
Note for all purposes of this Agreement, (iv) the Borrower, the           Agent and
the other Lenders shall continue to deal solely and directly with such           Lender
in connection with such Lender’s rights and obligations under this
          Agreement and (v) no participant under any such participation shall have
          any right to approve any amendment or waiver of any provision of this Agreement
          or any Note, or any consent to any departure by the Borrower therefrom, except
          to the extent that such amendment, waiver or consent would reduce the principal
          of, or interest on, the Notes or any fees or other amounts payable hereunder,
in           each case to the extent subject to such participation, or postpone any date
          fixed for any payment of principal of, or interest on, the Notes or any fees or
          other amounts payable hereunder, in each case to the extent subject to such
          participation. The Borrower agrees that each participant shall be entitled to
          the benefits of Sections 2.11, 2.14 and 8.04(b) and (c) to the same extent as
if           it were a Lender and had acquired its interest by assignment pursuant to
this           Section 8.07; provided that no participant shall be entitled to
receive           any greater amount pursuant to any such section than the transferor
Lender would           have been entitled to receive in respect of the amount of the
participation           transferred by such transferor Lender to such participant had no
such           participation occurred.  





39 










        (f)                 Any
Lender may, in connection with any assignment or participation or proposed
          assignment or participation pursuant to this Section 8.07, disclose to the
          assignee or participant or proposed assignee or participant, any information
          relating to the Borrower furnished to such Lender by or on behalf of the
          Borrower; provided that, prior to any such disclosure, the assignee or
          participant or proposed assignee or participant shall agree to preserve the
          confidentiality of any Confidential Information relating to the Borrower
          received by it from such Lender.  





        (g)                 Notwithstanding
anything to the contrary contained herein, any Lender (a           “Granting Bank”)
may grant to any of its Affiliates (a           “Funding Agent”),
identified as such in writing from time to           time by the Granting Bank to the
Agent and the Borrower, the option to provide           to the Borrower all or any part
of any Advance that such Granting Bank would           otherwise be obligated to make to
the Borrower pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any           Funding Agent to make any Advance, (ii) if a
Funding Agent elects not to           exercise such option or otherwise fails to provide
all or any part of such           Advance, the Granting Bank shall be obligated, as a
principal and not as a           surety, to make such Advance pursuant to the terms
hereof. The making of an           Advance by a Funding Agent hereunder shall utilize the
Commitment of the           Granting Bank to the same extent, and as if, such Advance
were made by such           Granting Bank. Each party hereto hereby agrees that no
Funding Bank shall be           liable for any indemnity or similar payment obligation
under this Agreement (all           liability for which shall remain with the Granting
Bank). Notwithstanding the           foregoing, neither any such grant made hereunder nor
the holding of interest           hereunder by any Funding Agent shall increase any of
the Borrower’s           obligations and/or liabilities (including without
limitation tax liabilities and           other indemnities) which the Borrower has but
for such grant or holding of           interest (“Funding Agent Liabilities”)
and the Granting Bank           shall hold the Borrower harmless and indemnify the
Borrower from and against any           and all Funding Agent Liabilities. Each party
hereto agrees that the Granting           Bank shall, for all purposes, including any
amendment, waiver or modification of           this Agreement, the Notes, or any document
related thereto, remain the lender of           record hereunder.  





        (h)                 Notwithstanding
any other provision set forth in this Agreement, any Lender may           at any time
create a security interest in all or any portion of its rights under           this
Agreement (including, without limitation, the Advances owing to it and any           Note
or Notes held by it) in favor of any Federal Reserve Bank in accordance           with
Regulation A of the Board of Governors of the Federal Reserve System.  





        SECTION
8.08. Confidentiality. The Agent and the Lenders shall maintain the confidentiality
of the Confidential Information. Neither the Agent nor any Lender shall disclose any
Confidential Information to any other Person without the consent of the Borrower, other
than (a) to the Agent’s or such Lender’s Affiliates and their officers,
directors, employees, agents and advisors and, as contemplated by Section 8.07(f), to
actual or prospective assignees and participants (it being understood that such disclosure
shall be made solely in connection with the transactions contemplated hereby and the
Persons to whom such disclosure is made will be informed of the confidential nature of
such Confidential Information and instructed to keep such Confidential Information
confidential on substantially the same terms as provided herein), (b) as required by
any law, rule or regulation or judicial process, and (c) as requested or required by
any state, federal or foreign authority or examiner regulating banks or banking;
provided, however, that with respect to disclosures pursuant to clauses (b)
and (c) of this Section, unless prohibited by law or applicable court order, each Lender
and the Agent shall attempt to notify the Borrower of any request by any governmental
agency or representative thereof or other Person for disclosure of Confidential
Information after receipt of such request, and if reasonable, practicable and permissible,
before disclosure of such Confidential Information. 



        SECTION
8.09. Governing Law. This Agreement and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York. 



        SECTION
8.10. Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature
page to this Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement. 



        SECTION
8.11. Judgment. (a) If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder in Dollars into another currency, the parties
hereto agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking procedures the
Agent could purchase Dollars with such other currency at Citibank’s principal office
in London at 11:00 A.M. (London time) on the Business Day preceding that on which final
judgment is given. 




40 









        (b)                 If
for the purposes of obtaining judgment in any court it is necessary to           convert
a sum due hereunder in a Foreign Currency into Dollars, the parties           agree to
the fullest extent that they may effectively do so, that the rate of           exchange
used shall be that at which in accordance with normal banking           procedures the
Agent could purchase such Foreign Currency with Dollars at           Citibank’s
principal office in London at 11:00 A.M. (London time) on the           Business Day
preceding that on which final judgment is given.  





        (c)                 The
obligation of the Borrower in respect of any sum due from it in any currency
          (the “Primary Currency”) to any Lender or the Agent hereunder
          shall, notwithstanding any judgment in any other currency, be discharged only
to           the extent that on the Business Day following receipt by such Lender or the
          Agent (as the case may be), of any sum adjudged to be so due in such other
          currency, such Lender or the Agent (as the case may be) may in accordance with
          normal banking procedures purchase the applicable Primary Currency with such
          other currency; if the amount of the applicable Primary Currency so purchased
is           less than such sum due to such Lender or the Agent (as the case may be) in
the           applicable Primary Currency, the Borrower agrees, as a separate obligation
and           notwithstanding any such judgment, to indemnify such Lender or the Agent
(as the           case may be) against such loss, and if the amount of the applicable
Primary           Currency so purchased exceeds such sum due to any Lender or the Agent
(as the           case may be) in the applicable Primary Currency, such Lender or the
Agent (as           the case may be) agrees to remit to the Borrower such excess.  





        SECTION
8.12. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of
any New York State court or federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the Notes, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be
heard and determined in any such New York State court or, to the extent permitted by
law, in such federal court. The Borrower hereby irrevocably consents to the service of
process in any action or proceeding in such courts by the mailing thereof by any parties
hereto by registered or certified mail, postage prepaid, with an additional notice by
telecopier or by reputable overnight delivery service, to the Borrower at its address
specified pursuant to Section 8.02. Each of the parties hereto agrees that a final
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. Nothing in
this Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement or the Notes in the courts of any
jurisdiction. 



        (b)                 Each
of the parties hereto irrevocably and unconditionally waives, to the           fullest
extent it may legally and effectively do so, any objection that it may           now or
hereafter have to the laying of venue of any suit, action or proceeding           arising
out of or relating to this Agreement or the Notes in any New York           State or
federal court. Each of the parties hereto hereby irrevocably waives, to           the
fullest extent permitted by law, the defense of an inconvenient forum to the
          maintenance of such action or proceeding in any such court.  





        SECTION
8.13. Substitution of Currency. If a change in any Foreign Currency occurs pursuant
to any applicable law, rule or regulation of any governmental, monetary or multi-national
authority, this Agreement (including, without limitation, the definitions of Eurocurrency
Rate and LIBO Rate) will be amended to the extent determined by the Agent (acting
reasonably and in consultation with the Borrower) to be necessary to reflect the change in
currency and to put the Lenders and the Borrower in the same position, so far as possible,
that they would have been in if no change in such Foreign Currency had occurred. No such
change in currency nor any economic consequences resulting therefrom shall (a) give rise
to any right to terminate prematurely, contest, cancel, rescind, alter, modify or
renegotiate the provisions of this Agreement or (b) discharge, excuse or otherwise affect
the performance of any obligations of any of the Borrower or the Lenders under this
Agreement. 



        SECTION
8.14. Waiver of Jury Trial. Each of the Borrower, the Agent and the Lenders hereby
irrevocably waives all right to trial by jury in any action, proceeding or counterclaim
(whether based on contract, tort or otherwise) arising out of or relating to this
Agreement or the Notes or the actions of the Agent or any Lender in the negotiation,
administration, performance or enforcement thereof. 




41 









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



		SNAP-ON INCORPORATED
	

 	By:  /s/ Martin M. Ellen
		Title:  Senior Vice President-Finance and
		            Chief Financial Officer
	

 	THE AGENT
	

 	CITIBANK, N.A.,
		  as Agent
	

 	By:  /s/ Carolyn A. Kee
		Title:  Vice President
	

 	INITIAL LENDERS
	

 	CITIBANK, N.A.,
	

 	By:  /s/ Carolyn A. Kee
		Title:  Vice President
	

 	BANK ONE, NA
	

 	By:  /s/ Michael B. Kelly
		Title:  Associate Director
	

 	BARCLAYS BANK PLC
	

 	By:  /s/ Nicholas Bell
		Title:  Director
	

 	MIZUHO CORPORATE BANK, LTD.
	

 	By:  /s/Greg Botshon
		Title:  Senior Vice President
	

 	BANCO BILBAO VIZCAYA ARGENTARIA
	

 	By:  /s/Hector O. Villegas
		Title:  Vice President
	
 	By:  /s/Santiago Hernandez
		Title:  Vice President
	

 	BANK OF CHINA NEW YORK BRANCH
	

 	By:  /s/William W. Smith
		Title:  Chief Lending Officer







42 












		
		FIFTH THIRD BANK
	

 	By:  /s/Ann Drea Burns
		Title:  Assistant Vice President
	

 	LASALLE BANK NATIONAL ASSOCIATION
	

 	By:  /s/John R. Falb
		Title:  First Vice President
	

 	ROYAL BANK OF CANADA
	

 	By:  /s/Suzanne Kaicher
		Title:  Attorney In Fact
	

 	SANPAOLO IMI S.p.A.
	

 	By:  /s/Renato Carducci
		Title:  General Manager
	

 	By:  /s/ Robert Wurster
		Title:  Senior Vice President
	

 	SOCIETE GENERALE
	

 	By:  /s/ Ambrish Thanawala
		Title:  Director
	

 	SVENSKA HANDELSBANKEN AB (PUBL)
	

 	By:  /s/ Marcus Ronnestam
		Title:  Vice President
	

 	By:  /s/ Mikael Westerback
		Title:  Senior Vice President
	

 	THE NORTHERN TRUST COMPANY
	

 	By:  /s/ Christopher L. McKean
		Title:  Vice President
	

 	U.S. BANK NATIONAL ASSOCIATION
	

 	By:  /s/ Janell W. Stanosz
		Title:   Vice President










43 










SCHEDULE I
TO THE

AMENDMENT AND RESTATEMENT  




COMMITMENTS AND
APPLICABLE LENDING OFFICES 



	

	    Name of Initial Lender	    Commitment	    Domestic Lending Office	    Eurocurrency Lending Office
	

	Banco Bilbao Vizcaya	$           22,000,000	1345 Avenue of the Americas	1345 Avenue of the Americas
	Argentaria S.A		45th Floor	45th Floor
			New York, NY 10105	New York, NY 10105
			Attn: Hector Villegas	Attn: Hector Villegas
			T: 212 728-1513	T: 212 728-1513
			F: 212 333-2904	F: 212 333-2904
	

	Bank of China New York Branch  	$       22,000,000	410 Madison Avenue	410 Madison Avenue
			New York, NY 10017	New York, NY 10017
			Attn: Elaine Ho	Attn: Elaine Ho
			T: 212 935-3101 x281	T: 212 935-3101 x281
			F: 646 840-1796	F: 646 840-1796
	

	Barclays Bank PLC	$           37,500,000	200 Park Avenue	200 Park Avenue
			New York, NY 10166	New York, NY 10166
			Attn: Jason Yoo	Attn: Jason Yoo
			T: 212 412-3432	T: 212 412-3432
			F: 212 412-5308	F: 212 412-5308
	

	Bank One, NA	$           50,000,000	1 Bank One	1 Bank One
			Plaza, Suite 0088	Plaza, Suite 0088
			Chicago, IL 60670	Chicago, IL 60670
			Attn: Edna Guerra	Attn: Edna Guerra
			T: 312 732-9609	T: 312 732-9609
			F: 312 732-2715	F: 312 732-2715
	

	Citibank, N.A	$           55,000,000	Two Penns Way	Two Penns Way
			New Castle, DE 19720	New Castle, DE 19720
			Attn: Maureen Prytula	Attn: Maureen Prytula
			T: 302 894-6089	T: 302 894-6089
			F: 302 894-6120	F: 302 894-6120
	

	Fifth Third Bank	$           22,000,000	38 Fountain Square Plaza	38 Fountain Square Plaza
			MD 109046	MD 109046
			Cincinnati, OH 45202	Cincinnati, OH 45202
			Attn: Andrew Jones	Attn: Andrew Jones
			T: 513 534-0836	T: 513 534-0836
			F: 513 534-5947	F: 513 534-5947
	

	LaSalle Bank National	$           22,000,000	411 E. Wisconsin Avenue	411 E. Wisconsin Avenue
	Association		Suite 1250	Suite 1250
			Milwaukee, WI 53202	Milwaukee, WI 53202
			Attn: Laura Connolly	Attn: Laura Connolly
			T: 414 220-9166	T: 414 220-9166
			F: 414 224-0071	F: 414 224-0071
	

	Mizuho Corporate Bank, Ltd.	$           37,500,000	1800 Plaza Ten	1800 Plaza Ten
			Jersey City, NJ 07311	Jersey City, NJ 07311
			Attn: Nicole Ferrara	Attn: Nicole Ferrara
			T: 201 626-9341	T: 201 626-9341
			F: 201 626-9913	F: 201 626-9913
	













	

	The Northern Trust Company	$           22,000,000	50 S. LaSalle Street	50 S. LaSalle Street
			Chicago, IL 60675	Chicago, IL 60675
			Attn: Linda Honda	Attn: Linda Honda
			T: 312 444-3532	T: 312 444-3532
			F: 312 630-1566	F: 312 630-1566
	

	Royal Bank of Canada	$           22,000,000	One Liberty Plaza	One Liberty Plaza
			New York, NY 10006	New York, NY 10006
			Attn: Manager, Loans	Attn: Manager, Loans
			Administration	Administration
			T: 212 428-6322	T: 212 428-6322
			F: 212 428-2372	F: 212 428-2372
	

	Sanpaolo IMI S.p.A	$           22,000,000	245 Park Avenue	245 Park Avenue
			35th floor	35th floor
			New York, NY 10167	New York, NY 10167
			Attn: Robert Wurster	Attn: Robert Wurster
			T: 212 692-3160	T: 212 692-3160
			F: 212 692-3178	F: 212 692-3178
	

	Societe Generale	$           22,000,000	560 Lexington Avenue	560 Lexington Avenue
			New York, NY 10022	New York, NY 10022
			Attn: Sylvia Pace	Attn: Sylvia Pace
			T: 212 278-6931	T: 212 278-6931
			F: 212 278-7343	F: 212 278-7343
	

	Svenska Handelsbanken AB	$           22,000,000	153 East 53rd Street	153 East 53rd Street
	(publ)		New York, NY 10022	New York, NY 10022
			Attn: Mikael Westerback	Attn: Mikael Westerback
			T: 212 326-5144	T: 212 326-5125
			F: 212 326-2705	F: 212 326-5151
	

	U.S. Bank National	$           22,000,000	777 E. Wisconsin Ave.	777 E. Wisconsin Ave.
	Association		Milwaukee, WI 53202	Milwaukee, WI 53202
			Attn: Janell Stanosz	Attn: Janell Stanosz
			T: 414 765-4419	T: 414 765-4419
			F: 414 765-5367	F: 414 765-5367
	

	Total Commitment	=   U.S. $400,000,000

















Schedule 3.01(b) 



Disclosed Litigation 



On July 23, 2004, the Borrower filed an
8-K with the SEC regarding an agreement it has reached with the U.S. Department of Justice
to resolve the government audit, previously discussed in the Borrower’s 2003 Annual
Report and Form 10-K, relating to two contracts with the U.S. General Services
Administration (GSA). The Borrower has agreed to settle the claims over the interpretation
and application of the price reduction and billing provisions of these contracts for sales
from March 1996 through the settlement date for $10 million. As a result, the Borrower
will incur a pretax charge of $3.6 million, or $0.04 per diluted share, in its second
quarter for costs not previously accrued. This charge was not contemplated in the
Borrower’s full-year 2004 earnings outlook. 



As noted in the Borrower’s 2003
Annual Report and Form 10-K, the Borrower has government contracts with federal
departments and agencies, two of which were under audit by the GSA. The two contracts
involve sales from March 1996 through February 2001, and sales since February 2001. The
primary focus of these audits concerned the interpretation and application of the price
reduction provisions. On March 2, 2004, the government provided the Borrower with a claim
estimate of approximately $12 million relating to the audited contract periods from July
1997 through May 2002. Additional amounts could have been claimed by the government for
contract periods not covered by these audits. 



The settlement releases the Borrower
from civil claims and penalties under the price reduction and billing provisions of the
contracts for the full contract periods through the settlement date. The settlement does
not preclude the government from pursuing any administrative remedies that it would have
as a normal right to pursue under any contract. The Borrower cooperated with the audit and
investigation and agreed to the settlement in order to resolve these matters and avoid
protracted litigation. 



Throughout the audit resolution
period, the Borrower has continued to sell to the government, and the Borrower believes
that it has maintained good customer relationships with the GSA. The Borrower intends to
negotiate with the GSA new or amended contract terms in an effort to avoid similar
matters. 











Schedule 5.02(a) 



Liens 



None. 










EXHIBIT A-1 — FORM
OF
REVOLVING CREDIT  
PROMISSORY NOTE 



	U.S.$_______________	Dated: _______________, 200_






        FOR
VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the
“Borrower”), HEREBY PROMISES TO PAY to the order of _________________________
(the “Lender”) for the account of its Applicable Lending Office on the
Termination Date (each as defined in the Credit Agreement referred to below) the principal
sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate
principal amount of the Revolving Credit Advances made by the Lender to the Borrower
pursuant to the Five Year Credit Agreement dated as of July 27, 2004 among the Borrower,
the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as
Sole Lead Arranger and Book Manager, and Citibank, N.A. as Agent for the Lender and such
other lenders (as amended or modified from time to time, the “Credit
Agreement”; the terms defined therein being used herein as therein defined)
outstanding on such date. 



        The
Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit
Advance from the date of such Revolving Credit Advance until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in the Credit
Agreement. 



        Both
principal and interest in respect of each Revolving Credit Advance (i) in Dollars are
payable in lawful money of the United States of America to the Agent at its account
maintained at 388 Greenwich Street, New York, New York 10013, in same day funds and (ii)
in any Committed Currency are payable in such currency at the applicable Payment Office in
same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant
to the Credit Agreement, and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached
hereto which is part of this Promissory Note. 



        This
Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to
the benefits of, the Credit Agreement. The Credit Agreement, among other things,
(i) provides for the making of Revolving Credit Advances by the Lender to the
Borrower from time to time in an aggregate amount not to exceed at any time outstanding
the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting
from each such Revolving Credit Advance being evidenced by this Promissory Note,
(ii) contains provisions for determining the Dollar Equivalent of Revolving Credit
Advances denominated in Committed Currencies and (iii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events and also
for prepayments on account of principal hereof prior to the maturity hereof upon the terms
and conditions therein specified. 



		SNAP-ON INCORPORATED
	

 	By  ______________________________
		       Title:












ADVANCES AND PAYMENTS
OF PRINCIPAL 



	

	 	 	Amount of	 	 
	Date	Amount of	Principal Paid	Unpaid Principal	Notation
	 	Advance	or Prepaid	Balance	Made By
	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	











EXHIBIT A-2 — FORM
OF
COMPETITIVE BID
PROMISSORY NOTE  



	U.S.$_______________	Dated: _______________, 200_





        FOR
VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the
“Borrower”), HEREBY PROMISES TO PAY to the order of _________________________
(the “Lender”) for the account of its Applicable Lending Office (as
defined in the Amended and Restated 364-Day Credit Agreement dated as of July 27, 2004
among the Borrower, the Lender and certain other lenders parties thereto, Citigroup Global
Markets Inc., as Sole Lead Arranger and Book Manager, and Citibank, N.A., as Agent for the
Lender and such other lenders (as amended or modified from time to time, the
“Credit Agreement”; the terms defined therein being used herein as
therein defined)), on _______________, 200_, the principal amount of
[U.S.$_______________] [for a Competitive Bid Advance in a Foreign Currency, list currency
and amount of such Advance]. 



        The
Borrower promises to pay interest on the unpaid principal amount hereof from the date
hereof until such principal amount is paid in full, at the interest rate and payable on
the interest payment date or dates provided below: 



	 	
Interest
 Rate:  _____% per annum  (calculated  on the basis of a year of _____ days for the
actual number          of days elapsed). 






        Both
principal and interest are payable in lawful money of ________________ to Citibank, as
agent, for the account of the Lender at the office of _________________________, at
_________________________ in same day funds. 



        This
Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the
benefits of, the Credit Agreement. The Credit Agreement, among other things, contains
provisions for acceleration of the maturity hereof upon the happening of certain stated
events. 



        The
Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to
exercise, and no delay in exercising, any rights hereunder on the part of the holder
hereof shall operate as a waiver of such rights. 



        This
Promissory Note shall be governed by, and construed in accordance with, the laws of the
State of New York. 


		SNAP-ON INCORPORATED
	

 	By  ______________________________
		       Title:











EXHIBIT B-1 - FORM OF
NOTICE OF 
REVOLVING CREDIT BORROWING  




Citibank, N.A., as Agent 
  for the
Lenders parties 
  to the Credit Agreement 
  referred to below 
  Two Penns Way 
  New Castle,
Delaware 19720 



[Date] 



        Attention:
Bank Loan Syndications Department 





Ladies and Gentlemen: 



        The
undersigned, SNAP-ON INCORPORATED, refers to the Five Year Credit Agreement, dated as of
July 27, 2004 (as amended or modified from time to time, the “Credit
Agreement”, the terms defined therein being used herein as therein defined),
among the undersigned, certain Lenders parties thereto, Citigroup Global Markets Inc., as
Sole Lead Arranger and Book Manager, and Citibank, N.A., as Agent for said Lenders, and
hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit
Agreement that the undersigned hereby requests a Revolving Credit Borrowing under the
Credit Agreement, and in that connection sets forth below the information relating to such
Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as
required by Section 2.02(a) of the Credit Agreement: 



	 	        (i)                      The
Business Day of the Proposed Revolving Credit Borrowing is _______________,
               200_.  







	 	        (ii)                      The
Type of Advances comprising the Proposed Revolving Credit Borrowing is [Base
               Rate Advances] [Eurocurrency Rate Advances].  







	 	        (iii)                      The
aggregate amount of the Proposed Revolving Credit Borrowing is
               [$_______________] [for a Revolving Credit Borrowing in a Committed
Currency,                list currency and amount of Revolving Credit Borrowing].  







	 	        [(iv)                      The
initial Interest Period for each Eurocurrency Rate Advance made as part of
               the Proposed Revolving Credit Borrowing is _____ [month[s]] [days].]  







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



	 	        (A)                      the
representations and warranties contained in Section 4.01 of the Credit
               Agreement (except the representations set forth in the last sentence of
               subsection (e) thereof and in subsection (f)(i) thereof) are
correct,                before and after giving effect to the Proposed Revolving Credit
Borrowing and to                the application of the proceeds therefrom, as though made
on and as of such                date;  







	 	        (B)                      no
event has occurred and is continuing, or would result from such Proposed
               Revolving Credit Borrowing or from the application of the proceeds
therefrom,                that constitutes a Default; and  














	 	        (C)                      after
giving effect to such Proposed Revolving Credit Borrowing, the aggregate
               amount of the Borrower’s Debt (not including other transactions
relating to                Snap-on Credit LLC) from any bank or financial institution or
under any                commercial paper facility or debt securities or securitization
program                outstanding will not exceed $500,000,000 or, if greater, the
amount authorized                by resolutions of the Board of Directors in effect on
the date of such Proposed                Revolving Credit Borrowing.  






		Very truly yours,
	
 	SNAP-ON INCORPORATED
	

 	By  ______________________________
		       Title:












EXHIBIT B-2 - FORM OF
NOTICE OF 
COMPETITIVE BID BORROWING  




Citibank, N.A., as Agent 
  for the
Lenders parties 
  to the Credit Agreement 
  referred to below 
  Two Penns Way 
  New Castle,
Delaware 19720 



[Date] 



        Attention:
Bank Loan Syndications Department 





Ladies and Gentlemen: 



        The
undersigned, SNAP-ON INCORPORATED, refers to the Five Year Credit Agreement, dated as of
July 27, 2004 (as amended or modified from time to time, the “Credit
Agreement”, the terms defined therein being used herein as therein defined),
among the undersigned, certain Lenders parties thereto, Citigroup Global Markets Inc., as
Sole Lead Arranger and Book Manager, and Citibank, N.A., as Agent for said Lenders, and
hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit
Agreement that the undersigned hereby requests a Competitive Bid Borrowing under the
Credit Agreement, and in that connection sets forth the terms on which such Competitive
Bid Borrowing (the “Proposed Competitive Bid Borrowing”) is requested to
be made: 



	(A)  Date of Competitive Bid Borrowing	________________________
	(B)  Amount of Competitive Bid Borrowing	________________________
	(C)  [Maturity Date] [Interest Period]	________________________
	(D)  Interest Rate Basis	________________________
	(E)  Day Count Convention	________________________
	(F)  Interest Payment Date(s)	________________________
	(G)  Currency	________________________
	(H)  Borrower's Account Location	________________________
	[(I) Prepayments Permitted	________________________]
	(J)  ___________________	________________________







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



	 	        (a)                      the
representations and warranties contained in Section 4.01 are correct,
               before and after giving effect to the Proposed Competitive Bid Borrowing
and to                the application of the proceeds therefrom, as though made on and as
of such                date;  







	 	        (b)                      no
event has occurred and is continuing, or would result from the Proposed
               Competitive Bid Borrowing or from the application of the proceeds
therefrom,                that constitutes a Default;  







	 	        (c)                      no
event has occurred and no circumstance exists as a result of which the
               information concerning the undersigned that has been provided to the Agent
and                each Lender by the undersigned in connection with the Credit Agreement
would                include an untrue statement of a material fact or omit to state any
material                fact or any fact necessary to make the statements contained
therein, in the                light of the circumstances under which they were made, not
misleading;  







	 	        (d)                      the
aggregate amount of the Proposed Competitive Bid Borrowing, if accepted by
               the Borrower, and all other Borrowings to be made on the same day under
the                Credit Agreement is within the aggregate amount of the unused
Commitments of the                Lenders, and  
















	 	        (e)                      after
giving effect to the Proposed Competitive Bid Borrowing, the aggregate
               amount of the Borrower’s Debt (not including other transactions
relating to                Snap-on Credit LLC) from any bank or financial institution or
under any                commercial paper facility or debt securities or securitization
program                outstanding will not exceed $500,000,000 or, if greater, the
amount authorized                by resolutions of the Board of Directors in effect on
the date of the Proposed                Competitive Bid Borrowing.  







		Very truly yours,
	
 	SNAP-ON INCORPORATED
	

 	By  ______________________________
		       Title:












EXHIBIT C — FORM OF
ASSIGNMENT
AND ACCEPTANCE 



        Reference
is made to the Five Year Credit Agreement dated as of July 27, 2004 (as amended or
modified from time to time, the “Credit Agreement”) among Snap-On
Incorporated, a Delaware corporation (the “Borrower”), the Lenders (as
defined in the Credit Agreement), Citigroup Global Markets Inc., as Sole Lead Arranger and
Book Manager, and Citibank, N.A., as agent for the Lenders (the “Agent”).
Terms defined in the Credit Agreement are used herein with the same meaning. 



        The
“Assignor” and the “Assignee” referred to on Schedule I hereto
agree as follows: 



        1.                 The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
          purchases and assumes from the Assignor, an interest in and to the
          Assignor’s rights and obligations under the Credit Agreement as of the
date           hereof (other than in respect of Competitive Bid Advances and Competitive
Bid           Notes) equal to the percentage interest specified on Schedule 1 hereto of
all           outstanding rights and obligations under the Credit Agreement (other than
in           respect of Competitive Bid Advances and Competitive Bid Notes) and, to the
          extent permitted by applicable law, all claims, suits, causes of action and any
          other right of the Assignor (in its capacity as a Lender) against any Person,
          whether known or unknown, arising under or in connection with the Credit
          Agreement, any other documents or instruments delivered pursuant thereto or the
          transactions governed thereby, including but not limited to contract claims,
          tort claims, malpractice claims, statutory claims and all other claims at law
or           in equity related to the rights and obligations sold and assigned hereby.
After           giving effect to such sale and assignment, the Assignee’s Commitment
and           the amount of the Revolving Credit Advances owing to the Assignee will be
as set           forth on Schedule 1 hereto.  





        2.                 The
Assignor (i) represents and warrants that it is the legal and           beneficial
owner of the interest being assigned by it hereunder and that such           interest is
free and clear of any adverse claim; (ii) makes no           representation or
warranty and assumes no responsibility with respect to any           statements,
warranties or representations made in or in connection with the           Credit
Agreement or the execution, legality, validity, enforceability,           genuineness,
sufficiency or value of the Credit Agreement or any other           instrument or
document furnished pursuant thereto; (iii) makes no           representation or
warranty and assumes no responsibility with respect to the           financial condition
of the Borrower or the performance or observance by the           Borrower of any of its
obligations under the Credit Agreement or any other           instrument or document
furnished pursuant thereto; and (iv) attaches the           Revolving Credit Note,
if any held by the Assignor.  





        3.                 The
Assignee (i) confirms that it has received a copy of the Credit           Agreement,
together with copies of the financial statements referred to in           Section 4.01
thereof 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
Acceptance; (ii) agrees that it will, independently and           without reliance
upon the Agent, the Assignor or any other Lender and based on           such documents
and information as it shall deem appropriate at the time,           continue to make its
own credit decisions in taking or not taking action under           the Credit Agreement;
(iii) represents to the Assignor, the Agent and the           Borrower that it is an
Eligible Assignee; (iv) appoints and authorizes the           Agent to take such
action as agent on its behalf and to exercise such powers and           discretion under
the Credit Agreement as are delegated to the Agent by the terms           thereof,
together with such powers and discretion as are reasonably incidental           thereto;
(v) agrees that it will perform in accordance with their terms all           of the
obligations that by the terms of the Credit Agreement are required to be
          performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue
          Service forms required under Section 2.14 of the Credit Agreement.  





        4.                 Following
the execution of this Assignment and Acceptance, it will be delivered           to the
Agent for acceptance and recording by the Agent. The effective date for           this
Assignment and Acceptance (the “Effective Date”) shall be           the
date of acceptance hereof by the Agent, unless otherwise specified on           Schedule 1
hereto.  





        5.                 Upon
such acceptance and recording by the Agent, as of the Effective Date,           (i) the
Assignee shall be a party to the Credit Agreement and, to the           extent provided
in this Assignment and Acceptance, have the rights and           obligations of a Lender
thereunder and (ii) the Assignor shall, to the           extent provided in this
Assignment and Acceptance, relinquish its rights and be           released from its
obligations under the Credit Agreement.  













        6.                 Upon
such acceptance and recording by the Agent, from and after the Effective           Date,
the Agent shall make all payments under the Credit Agreement and the           Revolving
Credit Notes in respect of the interest assigned hereby (including,           without
limitation, all payments of principal, interest and facility fees with           respect
thereto) to the Assignee. The Assignor and Assignee shall make all           appropriate
adjustments in payments under the Credit Agreement and the Revolving           Credit
Notes for periods prior to the Effective Date directly between           themselves.  





        7.                 This
Assignment and Acceptance shall be governed by, and construed in accordance
          with, the laws of the State of New York.  





        8.                 This
Assignment and Acceptance may be executed in any number of counterparts and           by
different parties hereto in separate counterparts, each of which when so
          executed shall be deemed to be an original and all of which taken together
shall           constitute one and the same agreement. Delivery of an executed
counterpart of           Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as           delivery of a manually executed counterpart of this Assignment
and Acceptance.  





        IN
WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this
Assignment and Acceptance to be executed by their officers thereunto duly authorized as of
the date specified thereon. 










Schedule 1
to
 
Assignment and Acceptance  



	Percentage interest assigned:	_____%
	
Assignee's Commitment:	$__________
	
Aggregate outstanding principal amount of Revolving Credit Advances assigned:	$__________
	
Principal amount of Revolving Credit Note payable to Assignee:	$__________
	
Principal amount of Revolving Credit Note payable to Assignor:	$__________
	
Effective Date*:  _______________, 200_



		[NAME OF ASSIGNOR], as Assignor
	
 	By____________________________
		    Title:
	
 	Dated: _______________, 200_
	


 	[NAME OF ASSIGNEE], as Assignee
	
 	By____________________________
		    Title:
	
 	Dated: _______________, 200_
	
 	Domestic Lending Office:
		      [Address]
	
 	Eurocurrency Lending Office:
		      [Address]










	* 	This
date should be no earlier than five Business Days after the delivery of this Assignment
and Acceptance to the Agent. 














Accepted [and
Approved]* this 



__________ day of
_______________, 200_ 



CITIBANK, N.A., as Agent 



By__________________________________
    Title:  





[Approved this __________
day 



of _______________, 200_ 



SNAP-ON INCORPORATED 



By__________________________________]**
    Title:  































	* 	Required
if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the
definition of “Eligible Assignee”. 






	** 	Required
if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the
definition of “Eligible Assignee”. 














EXHIBIT D — FORM
OF
OPINION OF COUNSEL  
FOR THE BORROWER  











EXECUTION COPY 



U.S. $400,000,000 



FIVE YEAR CREDIT
AGREEMENT 



Dated as of July 27,
2004 



Among 



SNAP-ON INCORPORATED 



as Borrower



and 



THE INITIAL LENDERS
NAMED HEREIN 



as Initial Lenders



and 



CITIGROUP GLOBAL
MARKETS INC. 



as Sole Lead
Arranger and Book Manager



and 



CITIBANK, N.A. 



as Administrative
Agent











TABLE OF CONTENTS 



	ARTICLE I	 	 
	
         SECTION 1.01.	Certain Defined Terms	1 
	
         SECTION 1.02.	Computation of Time Periods	11 
	
         SECTION 1.03.	Accounting Terms	11 
	
ARTICLE II
	
         SECTION 2.01.	The Revolving Credit Advances	11 
	
         SECTION 2.02.	Making the Revolving Credit Advances	12 
	
         SECTION 2.03.	The Competitive Bid Advances	13 
	
         SECTION 2.04.	Fees	16 
	
         SECTION 2.05.	Optional Termination or Reduction of the Commitments	16 
	
         SECTION 2.06.	Repayment of Revolving Credit Advances	17 
	
         SECTION 2.07.	Interest on Revolving Credit Advances	17 
	
         SECTION 2.08.	Interest Rate Determination	17 
	
         SECTION 2.09.	Optional Conversion of Revolving Credit Advances	19 
	
         SECTION 2.10.	Prepayments of Revolving Credit Advances	19 
	
         SECTION 2.11.	Increased Costs	19 
	
         SECTION 2.12.	Illegality	20 
	
         SECTION 2.13.	Payments and Computations	20 
	
         SECTION 2.14.	Taxes	21 
	
         SECTION 2.15.	Sharing of Payments, Etc.	23 
	
         SECTION 2.16.	Evidence of Debt	23 
	
         SECTION 2.17.	Use of Proceeds	23 
	
         SECTION 2.18.	Increase in the Aggregate Commitments	24 
	
ARTICLE III
	
         SECTION 3.01.	Conditions Precedent to Effectiveness of Sections 2.01 and 2.03	25 






i 












	 	 	 
	
         SECTION 3.02.	Conditions Precedent to Each Revolving Credit Borrowing and Commitment Increase	26 
	
         SECTION 3.03.	Conditions Precedent to Each Competitive Bid Borrowing	27 
	
         SECTION 3.04.	Determinations Under Section 3.01	27 
	
ARTICLE IV
	
         SECTION 4.01.	Representations and Warranties of the Borrower	27 
	
ARTICLE V
	
         SECTION 5.01.	Affirmative Covenants	28 
	
         SECTION 5.02.	Negative Covenants	30 
	
         SECTION 5.03.	Financial Covenant	32 
	
ARTICLE VI
	
         SECTION 6.01.	Events of Default	32 
	
ARTICLE VII
	
         SECTION 7.01.	Authorization and Action	34 
	
         SECTION 7.02.	Agent's Reliance, Etc.	34 
	
         SECTION 7.03.	Citibank and Affiliates	34 
	
         SECTION 7.04.	Lender Credit Decision	34 
	
         SECTION 7.05.	Indemnification	35 
	
         SECTION 7.06.	Successor Agent	35 
	
         SECTION 7.07.	Sub-Agent	35 
	
         SECTION 7.08.	Other Agents.	35 
	
ARTICLE VIII
	
         SECTION 8.01.	Amendments, Etc.	35 
	
         SECTION 8.02.	Notices, Etc.	36 
	
         SECTION 8.03.	No Waiver; Remedies	36 
	
         SECTION 8.04.	Costs and Expenses	37 
	
         SECTION 8.05.	Right of Set-off	38 







ii 












	 	 	 
	
         SECTION 8.06.	Binding Effect	38 
	
         SECTION 8.07.	Assignments and Participations	38 
	
         SECTION 8.08.	Confidentiality	40 
	
         SECTION 8.09.	Governing Law	40 
	
         SECTION 8.10.	Execution in Counterparts	40 
	
         SECTION 8.11.	Judgment	40 
	
         SECTION 8.12.	Jurisdiction, Etc.	41 
	
         SECTION 8.13.	Substitution of Currency	41 
	
         SECTION 8.14.	Waiver of Jury Trial	41 





Schedules 



Schedule I - List of
Applicable Lending Offices 



Schedule 3.01(b) -
Disclosed Litigation 



Schedule 5.02(a) -
Existing Liens 



Exhibits 


	Exhibit A-1	-	Form of Revolving Credit Note
	
Exhibit A-2	-	Form of Competitive Bid Note
	
Exhibit B-1	-	Form of Notice of Revolving Credit Borrowing
	
Exhibit B-2	-	Form of Notice of Competitive Bid Borrowing
	
Exhibit C	-	Form of Assignment and Acceptance
	
Exhibit D-1	-	Form of Opinion of Counsel for the Borrower
	
Exhibit D-2	-	Form of Opinion of Counsel for the Borrower













iii