Exhibit 19(I)-CREDIT AGREEMENT DATED 9-01-00



Exhibit (10)(i)


AMENDED AND RESTATED

CREDIT AGREEMENT


Dated as of


September 1, 2000


By and Among


COOPER TIRE & RUBBER COMPANY


as the Borrower


and


THE FINANCIAL INSTITUTIONS PARTY HERETO


as the Banks


and


PNC BANK, NATIONAL ASSOCIATION


as the Agent


and


PNC CAPITAL MARKETS, INC.,


as Sole Arranger


 









TABLE OF CONTENTS



	 	 	 	 	 	 	 	 	 
									Page
									

	INDEX OF EXHIBITS
		 iv
	
	
	
	

	INDEX OF SCHEDULES
		 iv
	
	
	
	

	ARTICLE I.  DEFINITIONS
		  1
	
	
	
	

				
1.1
			Defined Terms
		  1
	
	
	
	

				
1.2
			Accounting Terms
		19
	
	
	
	

				
1.3
			Construction
		19
	
	
	
	

	ARTICLE II.  THE LOANS		20
	
	
	
	

				
2.1
			Long Term Revolving Credit Commitment
		20
	
	
	
	

				
2.2
			Short Term Revolving Credit Commitment
		22
	
	
	
	

				
2.3
			Disbursements and Repayments
		23
	
	
	
	

				
2.4
			Reduction of Long Term Revolving Credit Commitment or Short Term
Revolving Credit Commitment
		24
	
	
	
	

				
2.5
			Bid Rate Loans
		25
	
	
	
	

				
2.6
			Long Term Revolving Credit Loan and Short Term Revolving Credit Loan
Interest Rates
		28
	
	
	
	

				
2.7
			Special Provisions Relating to Euro-Rate Options and Bid Rate Loans
		30
	
	
	
	

				
2.8
			Utilization of Commitments in Optional Currencies
		33
	
	
	
	

				
2.9
			Capital Adequacy
		35
	
	
	
	

				
2.10
			Swingline Loans
		35
	
	
	
	

				
2.11
			Letter of Credit Subfacility
		37
	
	
	
	

				
2.12
			Method of Disbursements and Payments
		42
	
	
	
	

				
2.13
			Interest Payment Dates
		43
	
	
	
	

				
2.14
			Calculation of Interest and Facility Fee
		43
	
	
	
	

				
2.15
			Loan Account
		43
	
	
	
	

				
2.16
			Fees
		43
	
	
	
	

				
2.17
			Currency Repayments
		44
	
	
	
	

				
2.18
			Optional Currency Amounts
		45
	
	
	
	

				
2.19
			Currency Fluctuations
		45
	
	
	
	

				
2.20
			Interbank Market Presumption
		45
	
	
	
	

				
2.21
			Taxes
		46
	
	
	
	

				
2.22
			Judgment Currency
		46
	
	
	
	

	ARTICLE III.  REPRESENTATIONS AND WARRANTIES
		47
	
	
	
	

				
3.1
			Corporate Existence
		47
	
	
	
	

				
3.2
			Corporate Authority
		47
	
	
	
	

				
3.3
			Validity of this Agreement and the Notes
		48
	
	
	
	

				
3.4
			Financial Statements
		48
	
	
	
	

				
3.5
			Litigation; Title to Properties
		48
	
	
	
	

				
3.6
			Encumbrances
		48
	
	
	
	

				
3.7
			ERISA Compliance
		48
	
	
	
	

				
3.8
			Tax Returns and Payments
		49
	
	
	
	

				
3.9
			Regulations G, T, U and X
		49



-i-








	 	 	 	 	 	 	 	 	 
									Page
									

	
	
	
	

				
3.10
			Investment Company Act; Public Utilities Holding Company Act
		49
	
	
	
	

				
3.11
			Environmental Matters
		49
	
	
	
	

				
3.12
			No Restrictions
		49
	
	
	
	

				
3.13
			Compliance with Applicable Laws
		50
	
	
	
	

				
3.14
			Governmental Approval
		50
	
	
	
	

				
3.15
			No Event of Default; Compliance with Instruments
		50
	
	
	
	

				
3.16
			Employment Matters
		50
	
	
	
	

				
3.17
			Patents,
Trademarks, Copyrights, Licenses, Etc.
		50
	
	
	
	

				
3.18
			Year 2000 Problem
		51
	
	
	
	

				
3.19
			Solvency
		51
	
	
	
	

				
3.20
			Material Contracts; Burdensome Restrictions
		51
	
	
	
	

				
3.21
			Disclosure
		51
	
	
	
	

	ARTICLE IV.  AFFIRMATIVE COVENANTS
		51
	
	
	
	

				
4.1
			Use of Proceeds
		52
	
	
	
	

				
4.2
			Furnishing Information
		52
	
	
	
	

				
4.3
			Preservation of Existence
		53
	
	
	
	

				
4.4
			Payment of Taxes and Fees
		53
	
	
	
	

				
4.5
			Insurance
		53
	
	
	
	

				
4.6
			ERISA Reports
		54
	
	
	
	

				
4.7
			Environmental Matters
		54
	
	
	
	

				
4.8
			Senior Debt Status
		55
	
	
	
	

				
4.9
			Y2K Preparedness
		55
	
	
	
	

	ARTICLE V.  NEGATIVE COVENANTS
		55
	
	
	
	

				
5.1
			Percentage of Consolidated Indebtedness to Consolidated Capitalization
		55
	
	
	
	

				
5.2
			Fixed Charge Coverage Ratio
		55
	
	
	
	

				
5.3
			Creation of Encumbrances
		55
	
	
	
	

				
5.4
			Limitation on Mergers
		56
	
	
	
	

	ARTICLE VI.  CONDITIONS PRECEDENT
		56
	
	
	
	

				
6.1
			All Disbursements
		56
	
	
	
	

				
6.2
			Conditions Precedent for Closing
		57
	
	
	
	

	ARTICLE VII.  EVENTS OF DEFAULT
		59
	
	
	
	

				
7.1
			Immediate Defaults
		59
	
	
	
	

				
7.2
			Defaults at Option of Banks
		59
	
	
	
	

				
7.3
			Remedies upon Default
		61
	
	
	
	

				
7.4
			Cash Collateral
		61
	
	
	
	

	ARTICLE VIII.  AGENT
		62
	
	
	
	

				
8.1
			Appointment and Grant of Authority
		62
	
	
	
	

				
8.2
			Non-Reliance on Agent
		62
	
	
	
	

				
8.3
			Responsibility of the Agent and Other Matters
		62
	
	
	
	

				
8.4
			Action on Instructions
		63
	
	
	
	

				
8.5
			Action in Event of Default
		63
	
	
	
	

				
8.6
			Indemnification
		63
	
	
	
	

				
8.7
			Agent’s Rights as a Bank
		64



-ii-








	 	 	 	 	 	 	 	 	 
									Page
									

	
	
	
	

				
8.8
			Loan Advances
		64
	
	
	
	

				
8.9
			Payment to Banks
		65
	
	
	
	

				
8.10
			Notice of Event of Default
		65
	
	
	
	

				
8.11
			Equalization of Banks
		65
	
	
	
	

				
8.12
			Successor Agent
		66
	
	
	
	

	ARTICLE IX.  GENERAL PROVISIONS
		66
	
	
	
	

				
9.1
			Waiver of Rights of Set-Off
		66
	
	
	
	

				
9.2
			Amendments
		66
	
	
	
	

				
9.3
			No Implied Waiver; Cumulative Remedies
		67
	
	
	
	

				
9.4
			Certain Taxes
		67
	
	
	
	

				
9.5
			Notices
		67
	
	
	
	

				
9.6
			Costs
		68
	
	
	
	

				
9.7
			Severability
		68
	
	
	
	

				
9.8
			Covenants to Survival
		68
	
	
	
	

				
9.9
			Investment
		68
	
	
	
	

				
9.10
			Holiday Payments
		68
	
	
	
	

				
9.11
			Governing Law
		69
	
	
	
	

				
9.12
			Successors, Assigns and Participations
		69
	
	
	
	

				
9.13
			Counterparts
		70
	
	
	
	

				
9.14
			Funding by Branch, Subsidiary or Affiliate
		70
	
	
	
	

				
9.15
			Tax Withholding Forms
		71
	
	
	
	

				
9.16
			Amendment and Restatement of Original Credit Agreement
		71
	
	
	
	

				
9.17
			Joinder to Agreement; Assignment of Interests under the Original Credit
Agreement
		72



-iii-







INDEX OF EXHIBITS



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
							Principal Section
	Exhibit Reference		Exhibit		Reference		Page
	
		
		
		

	A		Long Term Revolving Credit Note			2.1d				22	
	
	
	
	

	B		Short Term Revolving Credit Note			2.2d				23	
	
	
	
	

	C		Request for Disbursement			2.3b				24	
	
	
	
	

	D-1		Bid Rate
Note (Long Term Revolving Credit Commitment)			2.5c				25	
	
	
	
	

	D-2		Bid Rate
Note (Short Term Revolving Credit Commitment)			2.5c				26	
	
	
	
	

	E		Swingline Note			2.10				36	
	
	
	
	

	F		Compliance Certificate			4.2				52	
	
	
	
	

	G		Opinion of Counsel			6.2	(xiv)			59	



INDEX OF SCHEDULES



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Schedule Reference			Schedule			Principal
Section
Reference		Page
	
		
		
		

	3.6		
Encumbrances
				3.6
					48	



-iv-







AMENDED AND RESTATED CREDIT AGREEMENT


      THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 1, 2000,
by and among COOPER TIRE & RUBBER COMPANY, as the Borrower (the “Borrower”),
the FINANCIAL INSTITUTIONS PARTY hereto, as the lenders (individually a “Bank”
and collectively the “Banks”), and PNC BANK, NATIONAL ASSOCIATION, as the agent
for the Banks (the “Agent”).


WITNESSETH:


      WHEREAS, the Borrower, the Agent and certain lenders from time to time
party thereto are parties to that certain Credit Agreement entered into as of
September 1, 1999 (as amended or otherwise modified from time to time prior to
the date hereof, the “Original Credit Agreement”);


      WHEREAS, the Borrower has requested that the Agent and the Banks amend and
restate the Original Credit Agreement as provided for herein;


      WHEREAS, the Borrower desires to obtain loans from the Banks pursuant to
this Agreement in an aggregate amount not to exceed $350,000,000 at any one
time outstanding;


      WHEREAS, the Agent and the Banks are willing to amend and restate the
Original Credit Agreement and the Banks are willing to make loans and other
financial accommodations available to the Borrower, and the Agent is willing to
act as agent in connection therewith, in each case on the terms and subject to
the conditions set forth herein; and


      WHEREAS, the Borrower, the Agent and the Banks agree that they are willing
to have PNC Capital Markets (“PNC Capital”) act as the sole arranger for the
amendment and restatement of the Original Credit Agreement and that, PNC
Capital’s role as sole arranger for the amendment and restatement of the
Original Credit Agreement notwithstanding, PNC Capital is not and shall not be
a party this Agreement.


      NOW, THEREFORE, in consideration of mutual promises contained herein and
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and with the intent to be legally bound hereby, the parties
hereto agree as follows:


ARTICLE I. DEFINITIONS.


1.1 Defined Terms. As used herein the following terms shall have the meaning
specified unless the context otherwise requires:


      “Affiliate” shall mean any Person directly or indirectly Controlling,
Controlled by, or under common Control of the Borrower.


      “Agent” shall mean PNC Bank, National Association in its capacity as Agent
or its successor appointed pursuant to Section 8.12 hereof and as the issuer of
Letters of Credit.


 









      “Agent’s Fee” shall mean the annual fee payable by the Borrower to the
Agent as compensation for acting as Agent hereunder all as more fully set forth
in the Agent’s Letter.


      “Agent’s Letter” shall mean the letter from the Agent to the Borrower
dated as of September 1, 2000, as the same may from time to time be amended or
otherwise modified or supplemented.


      “Agreement” shall mean this Amended and Restated Credit Agreement as the
same may from time to time be amended or otherwise modified or supplemented.


      “Applicable Long Term Margin” shall mean for each Long Term Revolving
Credit Loan the rate per annum determined from time to time based upon the
Ratings in effect by S&P and Moody’s set forth under the relevant column
heading below opposite such Ratings:






	 	 	 	 	 	 	 	 	 
	

	RATINGS
	

			Applicable Long Term Margin
			(in basis points per annum)
	S&P/Moody's		Euro-Rate Option
	
		

	A+/A1 or higher			17.0	
	
	
	
	

	A/A2 or higher but less than A+/A1			28.5	
	
	
	
	

	A-/A3 or higher but less than A/A2			40.0	
	
	
	
	

	BBB+/Baa1 or higher but less than A-/A3			50.0	
	
	
	
	

	BBB/Baa2 or higher but less than BBB+/Baa1			60.0	
	
	
	
	

	BBB-/Baa3 or lower			70.0	



provided that, in the event that the Ratings of S&P and Moody’s do not
coincide, the Applicable Long Term Margin set forth above opposite the higher
of such Ratings will apply; and provided further, in the event that one Rating
is in effect, the Applicable Long Term Margin set forth above for such Rating
will apply. Notwithstanding the foregoing, in the event that no Ratings are in
effect at such time of determination, the Applicable Margin will be determined
in a manner to be mutually agreed upon by the Agent and the Borrower and
consented to by the Banks.


      “Applicable Short Term Margin” shall mean for each Short Term Revolving
Credit Loan the rate per annum determined from time to time based upon the
Ratings in effect by S&P and Moody’s set forth under the relevant column
heading below opposite such Ratings:


-2-












	 	 	 	 	 	 	 	 	 
	

	RATINGS
	

			Applicable Short Term Margin
			(in basis points per annum)
	S&P/Moody's		Euro-Rate Option
	
		

	A+/A1 or higher			18.5	
	
	
	
	

	A/A2 or higher but less than A+/A1			30.0	
	
	
	
	

	A-/A3 or higher but less than A/A2			41.5	
	
	
	
	

	BBB+/Baa1 or higher but less than A-/A3			52.5	
	
	
	
	

	BBB/Baa2 or higher but less than BBB+/Baa1			62.5	
	
	
	
	

	BBB-/Baa or lower			72.5	



provided that, in the event that the Ratings of S&P and Moody’s do not
coincide, the Applicable Short Term Margin set forth above opposite the higher
of such Ratings will apply; and provided further, in the event that one Rating
is in effect, the Applicable Short Term Margin set forth above for such Rating
will apply. Notwithstanding the foregoing, in the event that no Ratings are in
effect at such time of determination, the Applicable Margin will be determined
in a manner to be mutually agreed upon by the Agent and the Borrower and
consented to by the Banks.


      “Authorized Officer” shall mean the Chief Executive Officer, the
President, any Vice President, Controller, the Treasurer or the Assistant
Treasurer of the Borrower. The Agent shall be entitled to rely on the
incumbency certificates delivered pursuant to Subsection 6.2(xii) hereof for
the initial designation of each Authorized Officer. Additions or deletions to
the list of Authorized Officers may be made by the Borrower at any time by
delivering to the Agent a revised incumbency certificate.


      “Bank” shall mean any of the several financial institutions party to this
Agreement.


      “Bank Indebtedness” shall mean (i) the Loans then outstanding, together
with all increases or refinancings thereof, (ii) the aggregate stated amount of
Letters of Credit outstanding hereunder, (iii) the aggregate amount of
unreimbursed draws on Letters of Credit issued hereunder, (iv) all interest,
fees and any other amounts due hereunder by reason of advances by the Banks,
made to, or for the account of, the Borrower pursuant to this Agreement, and
(v) all reasonable out-of-pocket expenses incurred by the Banks and the Agent
(including but not limited to fees and expenses of counsel).


      “Base Rate” shall mean the higher of (i) Agent’s Prime Rate or (ii) the
sum of (A) the Federal Funds Effective Rate plus (B) fifty (50) basis points (1/2%).


-3-









      “Base Rate Option” shall mean the interest rate options, as applicable,
described in Subsections 2.6a(i)(A) or 2.6a(ii)(A) of this Agreement.


      “Base Rate Portion” shall mean the Loans bearing interest under the Base
Rate Option.


      “Base Rate Segment” shall mean each Loan bearing interest under the Base
Rate Option.


      “Bid Rate” shall mean the rate or rates of interest from time to time in
effect pursuant to agreements reached between the Borrower and any or all of
the Banks pursuant to Section 2.5.


      “Bid Rate Administration Fee” shall mean the fee described in the Agent’s
Letter relating to the administrative fee for Bid Rate Loan transactions.


      “Bid Rate Bank” shall mean a Bank which, at the Date of Determination, has
extended a Bid Rate Loan to the Borrower.


      “Bid Rate Interest Period” shall mean any individual period of seven (7)
to three hundred sixty-four (364) days commencing on the date of the extension
of the relevant Bid Rate Loan; provided, however, that no Bid Rate Interest
Period shall extend beyond the Business Day immediately preceding (A) the
Termination Date in the case of a Disbursement under the Long Term Revolving
Credit Commitment or (B) the Payment Date in the case of a Disbursement under
the Short Term Revolving Credit Commitment.


      “Bid Rate Loan” shall mean a Disbursement by any Bank pursuant to Section 2.5.


      “Bid Rate Loan Request” shall mean the written request of the Borrower for
a Bid Rate Loan delivered to the Banks in accordance with the provisions of
Subsection 2.5d, which request shall contain the following information: (i)
the date of the proposed Bid Rate Loan, (ii) the principal amount of the
proposed Bid Rate Loan and (iii) the maturity date for repayment thereof, (iv)
whether such Bid Rate Loan is under the Long Term Revolving Credit Commitment
or the Short Term Revolving Credit Commitment, (v) the interest payment dates,
and (vi) any other terms which the Borrower wishes to request.


      “Bid Rate Note” shall mean an evidence of Indebtedness substantially in
the form of Exhibit “D-1” or “D-2” hereto and all extensions, renewals,
amendments, substitutions and replacements thereto and thereof.


      “Bid Rate Option” shall mean the interest rate option that may be agreed
upon between the Borrower and one or more of the Banks pursuant to Section 2.5
hereof.


      “Borrower” shall have the meaning ascribed to it in the preamble hereto.


-4-









      “Business Day” shall mean, (a) when used in any context other than in
reference to or in connection with Euro-Rate Segments, any day, other than a
Saturday or Sunday, on which the Banks are open for business in Pittsburgh,
Pennsylvania and New York, New York, (b) when used in the context of a
Euro-Rate Segment, any day, other than a Saturday or Sunday, on which (i)
commercial banks are open for business in Pittsburgh, Pennsylvania and New
York, New York and (ii) dealings in foreign currencies and exchange and
eurodollar funding between banks may be carried on at the location at which
each of the Banks transacts its eurodollar funding and the Target (the
Transeuro real time gross settlement system) is operating, and (c) when used
with respect to advances or payments of Loans or any other matters relating to
Loans denominated in an Optional Currency, such day also shall be a day on
which dealings in deposits in the relevant Optional Currency are carried on in
the applicable interbank market or on which all applicable banks into which
Loan proceeds may be deposited are open for business and foreign exchange
markets are open for business in the principal financial center of the country
of such currency.


      “Capital Compensation Amount” shall have the meaning given it in Section 2.9.


      “Capital Stock” shall mean any and all shares, of any class (however
designated) of capital stock of a corporation.


      “Capitalized Lease” shall mean a lease under which the obligations of the
lessee would, in accordance with GAAP, be included in determining total
liabilities as shown on the liability side of a balance sheet of the lessee.


      “Capitalized Lease Obligations” shall mean the portion of the obligations
under a Capitalized Lease which would be shown as a liability on a balance
sheet in accordance with GAAP.


      “Cash Collateral Account” shall have the meaning given it in Section 7.4.


      “Change in Law” shall have the meaning given it in Section 2.9.


      “Code” means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation thereto, together with all regulations
promulgated and rulings issued thereunder.


      “Commercial Letter of Credit” shall mean any letter of credit directly
related to the purchase of goods or to a similar transaction in which it is
intended by the account party and the beneficiary that payment will be made, in
the ordinary course, by a draw on the Letter of Credit in accordance with its
terms.


      “Commitment” shall mean, as to any Bank, the sum of the Dollar amount set
forth opposite such Bank’s name on its signature page hereto (i) under the
heading “Maximum Dollar Amount of Long Term Revolving Credit Commitment” plus
(ii) under the heading “Maximum Dollar Amount of Short Term Revolving Credit
Commitment”, as adjusted pursuant to Subsection 2.5 at such times as Bid Rate
Loans are outstanding.


-5-









      “Compliance Certificate” shall mean the compliance certificate in
substantially the form of Exhibit “F” hereto, which shall be delivered by the
Borrower to the Banks in accordance with Section 4.2 hereof.


      “Computation Date” shall have the meaning assigned to that term in
Subsection 2.8a.


      “Consolidated” shall mean the consolidation of accounts of two or more
Persons in accordance with GAAP.


      “Consolidated Indebtedness” shall mean the Indebtedness of the Borrower
and its Subsidiaries determined on a Consolidated basis in accordance with
GAAP, consistently applied.


      “Consolidated Net Income” shall mean the total net income (or deficit) of
the Borrower and its Subsidiaries for the period in question (taken as a
cumulative whole) determined in accordance with GAAP on a consolidated basis,
consistently applied.


      “Consolidated Net Income Available for Fixed Charges” shall mean the
Consolidated Net Income for any period after adding back Fixed Charges and
provisions for taxes in respect of or measured by income or excess profits, all
in the respective amounts theretofore deducted in determining Consolidated Net
Income for such period.


      “Consolidated Rentals” shall mean the aggregate of the Rentals of the
Borrower and its Subsidiaries payable during a specified period in accordance
with GAAP.


      “Consolidated Stockholders’ Equity” shall mean the total of those items
enumerated under the heading “Stockholders’ Equity” in the Borrower’s then
current balance sheet determined on a Consolidated basis in accordance with
GAAP, consistently applied.


      “Consolidated Subsidiary” shall mean any Subsidiary which shall, during
any relevant period be Consolidated with the Borrower in any Consolidated
financial statement furnished to the Banks.


      “Consolidated Total Assets” shall mean the assets of the Borrower and its
Subsidiaries, determined on a Consolidated basis in accordance with GAAP
consistently applied.


      “Control (and its derivatives)”: Either (i) the ownership of twenty
percent (20%) or more of any class of voting securities, partnership interests
or other equity interests of a Person, or (ii) the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities,
partnership interests or other equity interests, by contract or otherwise,
including without limitation the power to elect a majority of the directors of
a corporation or trustees of a trust, as the case may be.


-6-









      “Date of Determination” shall mean each date as of which any test to be
made or applied under this Agreement is made or applied.


      “Default Letter of Credit Fee” shall have the meaning assigned to it in
Section 2.11c.


      “Disbursement” shall mean an advance of proceeds to the Borrower made
pursuant to any or all of Sections 2.1, 2.2, 2.5 or 2.10.


      “Disclosure Letter” shall mean that certain letter dated on or prior to
the Restatement Closing Date delivered by the Borrower to the Agent for
redelivery to the Banks that discusses certain pending legal matters.


      “Dollar” or “$” shall mean the legal tender of the United States of
America.


      “Dollar Equivalent” shall mean, with respect to any amount of any
currency, the Equivalent Amount of such currency expressed in Dollars.


      “Drawing Date” shall have the meaning assigned to it in Section 2.11d(B).


      “Encumbrance” shall mean any encumbrance, mortgage, lien, charge, pledge,
security interest, priority payment, conditional sales agreement right, or
other title retention agreement right (including any Capitalized Lease) in,
upon or against any asset of the Borrower except for a pledge of the stock of
Cooper-Avon Tyres Limited in favor of the Borrower.


      “Environmental Law” shall mean any and all statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions relating to
the environment or the Release of any Hazardous Substances into the
environment.


      “Equivalent Amount” shall mean, at any time, as determined by the Agent
(which determination shall be conclusive absent manifest error), with respect
to an amount of any currency (the “Reference Currency”) which is to be computed
as an equivalent amount of another currency (the “Equivalent Currency”): (i) if
the Reference Currency and the Equivalent Currency are the same, the amount is
such Reference Currency; or (ii) if the Reference Currency and the Equivalent
Currency are not the same, the amount is such Equivalent Currency converted
from such Reference Currency at the Agent’s spot selling rate (based on the
market rates then prevailing and available to the Agent) for the sale of such
Equivalent Currency for such Reference Currency at a time determined by the
Agent on the second Business Day immediately preceding the event for which such
calculation is made.


      “Equivalent Currency” shall have the meaning assigned to such term in the
definition of Equivalent Amount.


-7-









      “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
now in effect and as hereafter from time to time amended, or any successor
statute, and the rules and regulations promulgated thereunder, as from time to
time in effect.


      “ERISA Affiliate” shall mean as of any relevant time any Person subject to
ERISA which is a member of a Controlled group of corporations of which the
Borrower is a member, and any trade or business which is subject to ERISA
(whether or not incorporated) under common Control with the Borrower, and all
other entities which, together with the Borrower, are treated as a single
employer under Section 414 of the Internal Revenue Code.


      “Euro-Rate” shall mean: (A) with respect to any Loans denominated in
Dollars comprising any Segment to which the Euro-Rate Option applies for any
Euro-Rate Interest Period, the interest rate per annum determined by the Agent
by dividing (the resulting quotient rounded upward to the nearest 1/100th of 1%
per annum) (i) the rate of interest determined by the Agent in accordance with
its usual procedures (which determination shall be conclusive and binding upon
the Borrower, absent manifest error on the part of the Agent) to be the average
of London interbank offered rates for U.S. Dollars quoted by the British
Bankers Association as set forth on Dow Jones Markets Service (formerly known
as Telerate) (or appropriate successor or, if British Banker’s Association or
its successor ceases to provide such quotes a comparable replacement determined
by the Agent) display page 3750 (or such other display page on the Dow Jones
Markets Service system replacing page 3750) at approximately 9:00 A.M.,
Pittsburgh, Pennsylvania time, two (2) Business Days prior to the first day of
such Euro-Rate Interest Period for an amount comparable to such Segment and
having a borrowing date and a maturity comparable to such Euro-Rate Interest
Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.
Such Euro-Rate may also be expressed by the following formula:



	 	 	 	 	 	 	 	 	 	 	 
	Euro-Rate		=		Average of London interbank offered rates
							quoted by BBA as shown on Dow Jones Markets
							Service display page 3750 or appropriate successor
							

				
			1.00 - Euro-Rate Reserve Percentage



      (B) with respect to any Loans denominated in Optional Currency comprising
any Segment to which the Euro-Rate Option applies for any Interest Period, the
interest rate per annum determined by Agent by dividing (the resulting quotient
rounded upward to the nearest 1/16th of 1% percent per annum) (i) the rate of
interest per annum determined by Agent in accordance with its usual procedures
(which determination shall be conclusive absent manifest error) to be the rate
of interest per annum for deposits in the relevant Optional Currency quoted by
the British Banker’s Association which appears on the relevant Dow Jones
Markets Service display page (or, if no such quotation is available on such Dow
Jones Markets Service display age, on the appropriate Reuters Screen) at
approximately 9:00 A.M., Pittsburgh, Pennsylvania time, two (2) Business Days
prior to the first day of such Interest Period for delivery on the first day of
such Interest Period for a period, and in an amount, comparable to such
Interest Period and principal amount of such Disbursement (“LIBO Rate”) by
(ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. Such Euro-Rate
may also be expressed by the following formula:



	 	 	 	 	 	 	 	 	 	 	 
	Euro-Rate		=		LIBO Rate
							

				
			1 - Euro-Rate Reserve Percentage



-8-







The Euro-Rate shall be adjusted with respect to any Euro-Rate Option
outstanding on the effective date of any change in the Euro-Rate Reserve
Percentage as of such effective date. The Agent shall give prompt notice to
the Borrower of the Euro-Rate as determined or adjusted in accordance herewith,
which determination shall be conclusive absent manifest error. The Euro-Rate
for any Loans shall be based upon the Euro-Rate for the currency in which such
Loans are requested.


      “Euro-Rate Interest Period” shall mean any individual period of one month,
two months, three months or six months or other period then available up to a
maximum of twelve months; provided, however, that the availability of a period
in excess of six months is subject to the express approval of the Required
Banks, commencing on the borrowing date, conversion date or renewal date of the
Euro-Rate Segment to which such period shall apply; provided, however, that any
Euro-Rate Interest Period which would otherwise end on a day which is not a
Business Day shall be extended to the next Business Day unless such Business
Day falls in the succeeding calendar month in which case such Euro-Rate
Interest Period shall end on the next preceding Business Day; and provided
further that any Euro-Rate Interest Period which begins on the last day of a
calendar month or on a day for which there is no numerically corresponding day
in the subsequent calendar month during which such Euro-Rate Interest Period is
to end shall end on the last Business Day of such subsequent month.


      “Euro-Rate Option” shall mean the ability of the Borrower to have all or
any Segment of the Loans then outstanding bear interest at a fixed rate of
interest related to the Euro-Rate, all as more fully set forth in
Subsections 2.6a(i)(B) or 2.6a(ii)(B).


      “Euro-Rate Portion” shall mean the Loans then outstanding bearing interest
under the Euro-Rate Option.


      “Euro-Rate Reserve Percentage” shall mean, for each Euro-Rate Interest
Period, that percentage (expressed as a decimal), as determined by the Agent as
to the Euro-Rate Segment as to which the rate is then being set, which is in
effect on the first day of such Euro-Rate Interest Period, (i) as prescribed by
the Board of Governors of the Federal Reserve System (or any successor), for
determining the maximum reserve requirements (including without limitation
supplemental, marginal or emergency reserve requirements) with respect to
eurocurrency funding (currently referred to as “Eurocurrency Liabilities”) of a
member bank in such system; and (ii) to be maintained by a Bank as required for
reserve liquidity, special deposit, or a similar purpose by any governmental or
monetary authority of any country or political subdivision thereof (including
any central bank), against (A) any category of liabilities that includes
deposits by reference to which a Euro-Rate is to be determined, or (B) any
category of extension of credit or other assets that includes Loans or Segments
to which a Euro-Rate applies. The Euro-Rate shall be adjusted automatically
with respect to any Euro-Rate Segment outstanding on the effective date of any
change in the Euro-Rate Reserve Percentage, as of such effective date.


-9-









      “Euro-Rate Segment” shall mean each Loan bearing interest under the
Euro-Rate Option for a discrete Interest Period.


      “Event of Default” shall mean an occurrence of events or the existence of
conditions described in Sections 7.1 through 7.2 inclusive, and any continuance
thereof.


      “Existing Banks” shall mean each of PNC Bank, National Association;
National City Bank; Bank One, Michigan; The Chase Manhattan Bank; The Bank of
New York; and Bank of America, N.A.


      “Facility Fee” shall mean as of any Date of Determination the sum of
(i) the Long Term Facility Fee Rate multiplied by the Long Term Revolving Credit
Commitment and (ii) the Short Term Facility Fee Rate multiplied by the Short
Term Revolving Credit Commitment.


      “Federal Funds Effective Rate” shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.


      “Fiscal Quarter” shall mean each successive three-month period from
January 1 to and including March 31, April 1 to and including June 30, July 1
to and including September 30, and October 1 to and including December 31.


      “Fiscal Year” shall mean each successive 12-month period from January 1 to
and including December 31.


      “Fixed Assets” shall mean tangible assets (real, personal or mixed)
material to the ongoing business operations of the Borrower on a Consolidated
basis.


      “Fixed Charges” shall mean the aggregate interest charges (including the
portion of payments under Capitalized Leases attributable to interest) and
Rentals payable by the Borrower and its Subsidiaries for any period with
respect to Indebtedness and lease obligations existing at any time during such
period, after eliminating all inter-company items in accordance with GAAP.


      “Fronting Fee” shall have the meaning assigned to it in Section 2.11b.


      “GAAP” shall mean generally accepted accounting principles in effect in
the United States which shall include, but not be limited to, the official
interpretations thereof as defined by the Financial Accounting Standards Board,
its predecessors and its successors.


      “Governmental Acts” shall have the meaning assigned to it in Section 2.11i.


-10-









      “Governmental Person” means the government of the United States or the
government of any state or locality therein, or any foreign country, any
political subdivision or any governmental, quasi-governmental, judicial, public
or statutory instrumentality, authority, body or entity, or other regulatory
bureau, authority, body or entity of the United States or any state or locality
therein, including the Federal Deposit Insurance Company, the Comptroller of
the Currency or the Board of Governors of the Federal Reserve System, any
central bank of any foreign country or any comparable authority.


      “Granting Bank” shall have the meaning assigned to that term in Section 9.12(a)(ii).


      “Guarantee” or “Guaranty” shall mean any obligation, direct or indirect,
by which a Person undertakes to guaranty, assume or remain liable for the
payment or performance of another Person’s obligations, including but not
limited to (i) endorsements of negotiable instruments (except for endorsements
for deposit or collection in the ordinary course of business), (ii) discounts
with recourse, (iii) agreements to pay or perform upon a second Person’s
failure to pay or perform, (iv) remaining liable on obligations assumed by a
second Person, (v) except for the Borrower’s obligations pursuant to Section
2.9, agreements to maintain the capital, working capital solvency or general
financial condition of a second Person and (vi) agreements for the purchase or
other acquisition of products, materials, supplies or services, if in any case
payment therefor is to be made regardless of the non-delivery of such products,
materials or supplies or the non-furnishing of such services.


      “Hazardous Substances” shall mean (i) any hazardous, toxic or polluting
substance regulated by any Environmental Law and (ii) any petroleum products.


      “Indebtedness” shall mean as applied to any Person, without duplication,
all liabilities of such Person for borrowed money, direct or contingent,
whether evidenced by a bond, note, debenture, Capitalized Lease Obligation,
deferred purchase price arrangement, title retention device, reimbursement
agreement (except as any such reimbursement agreement relates to the issuance
of a letter of credit to support a surety or performance bond which is a
performance guaranty), Guaranty, book entry or otherwise.


      “Interest Period” shall mean either a Bid Rate Interest Period, a Base
Rate Segment or a Euro-Rate Interest Period.


      “Letter of Credit” shall have the meaning assigned to that term in Section 2.11a.


      “Letter of Credit Borrowing” shall mean an extension of credit resulting
from a drawing under any Letter of Credit which shall not have been reimbursed
on the date when made and shall not have been converted into a Long Term
Revolving Credit Loan under Section 2.11d(B).


      “Letter of Credit Fee” shall have the meaning assigned to that term in
Section 2.11b.


-11-









      “Letters of Credit Outstanding” shall mean at any time the sum of (i) the
aggregate undrawn face amount of outstanding Letters of Credit and (ii) the
aggregate amount of all unpaid and outstanding Reimbursement Obligations.


      “Loan” shall mean an advance of funds made by the Banks or the Agent to
the Borrower under this Agreement as evidenced by the Notes; collectively the
“Loans”.


      “Loan Account” shall mean the account maintained by the Agent pursuant to
Section 2.15.


      “Loan Documents” shall mean this Agreement, the Notes, the Agent’s Letter
and the Requests for Disbursement.


      “Long Term Facility Fee Rate” shall mean the rate per annum determined
from time to time based upon the Ratings in effect by S&P and Moody’s set forth
under the relevant column heading below opposite such Ratings:






	 	 	 	 	 	 	 	 	 
	

	RATINGS
	

			Long Term
			Facility Fee Rate
	S&P/Moody's		(in basis points per annum)
	
		

	A+/A1 or higher			8.0	
	
	
	
	

	A/A2 or higher but less than A+/A1			9.0	
	
	
	
	

	A-/A3 or higher but less than A/A2			10.0	
	
	
	
	

	BBB+/Baa1 or higher but less than A-/A3			12.5	
	
	
	
	

	BBB/Baa2 or higher but less than BBB+/Baa1			15.0	
	
	
	
	

	BBB-/Baa3 or lower			17.5	



provided that, in the event that the Ratings of S&P and Moody’s do not
coincide, the Long Term Facility Fee Rate set forth above opposite the higher
of such Ratings will apply; and provided further, in the event that one Rating
is in effect, the Long Term Facility Fee Rate set forth above for such Rating
will apply. Notwithstanding the foregoing, in the event that no Ratings are in
effect at such time of determination, the Long Term Facility Fee Rate will be
determined in a manner to be mutually agreed upon by the Agent and the Borrower
and consented to by the Banks. The Long Term Facility Fee Rate shall be
adjusted if necessary as of the date of any change in the Ratings.


      “Long Term Revolving Credit Commitment” shall mean the several obligations
of the Banks, each in accordance with its Long Term Revolving Credit Commitment
Percentage, to make available to the Borrower the Long Term Revolving Credit
Loans, all as set forth in Section 2.1.


-12-









      “Long Term Revolving Credit Commitment Percentage” shall mean as to any
Bank, the percentage set forth opposite such Bank’s name on its signature page
hereto under the caption “Long Term Revolving Credit Commitment Percentage”.


      “Long Term Revolving Credit Loan” shall mean Disbursements made by the
Banks under the Long Term Revolving Credit Commitment, which Disbursements in
the aggregate shall not exceed more than $150,000,000 at any one time
outstanding.


      “Long Term Revolving Credit Note” shall mean the evidence of Indebtedness
substantially in the form of Exhibit “A” hereto and all extensions, renewals,
amendments, substitutions and replacements thereto and thereof.


      “Margin Stock” shall be defined herein as defined in Regulation U
promulgated by the Board of Governors of the Federal Reserve System as such
regulation is now in effect and may hereafter be amended.


      “Material Adverse Effect” means, any change or effect that is materially
adverse to the assets, liabilities, results of operations or financial
condition of the Borrower and its Consolidated Subsidiaries taken as a whole.


      “Maturity Date” shall mean (i) August 31, 2001 (ii) such later date as is
agreed to by the Banks pursuant to Section 2.2c hereof, (iii) such earlier date
on which the Short Term Revolving Credit Commitment shall terminate pursuant to
Section 2.4 or (iv) such earlier date when, pursuant to Article VII hereof, the
Short Term Revolving Credit shall terminate.


      “Moody’s” shall mean Moody’s Investors Service, Inc.


      “Multiemployer Plan” shall mean a “multiemployer plan” as defined in
Section 4001(a)(3) of ERISA to which any 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.


      “Note” shall mean any of the Long Term Revolving Credit Notes, the Short
Term Revolving Credit Notes, the Bid Rate Notes or the Swingline Notes.


      “Option” shall mean any of the Base Rate Option, the Euro-Rate Option or
the Bid Rate Option.


      “Optional Currency” shall mean any of the following currencies: (a) the
British Pound Sterling, (b) the French Franc, (c) the Swiss Franc, (d) the
Deutsche Mark or (e) the Euro, and any other freely convertible foreign
currency listed on currency codes in effect from time to time under ISO
International Standard 4217 or any successor thereto and approved by Agent and
all of the Banks pursuant to Section 2.8d.


      “Original Closing Date” shall mean September 1, 1999.


-13-









      “Original Currency” shall have the meaning assigned to such term in
Section 2.22a.


      “Other Currency” shall have the meaning assigned to such term in Section 2.22a.


      “Other Taxes” shall have the meaning assigned to it in Section 2.21b.


      “Overnight Rate” shall mean for any day with respect to any Loans in an
Optional Currency, the rate of interest per annum as determined by the Agent at
which overnight deposits in such currency, in an amount approximately equal to
the amount with respect to which such rate is being determined, would be
offered for such day in the applicable offshore interbank market.


      “Participant” shall mean any financial institution or other entity which
purchases a Participation in any Loan hereunder from any Bank.


      “Participation” shall mean the sale, pursuant to Subsection 9.12b, by any
Bank to any Participant of an undivided interest in all or any part of the
Loans or any Commitment under the Long Term Revolving Credit Commitment and/or
the Short Term Revolving Credit Commitment.


      “Participation Advance” shall mean, with respect to any Bank, such Bank’s
payment in respect of its participation in a Letter of Credit Borrowing
according to its Pro Rata share pursuant to Section 2.11d.


      “Payment Date” shall mean (i) the first day of March immediately
succeeding the Maturity Date or (ii) such earlier date when pursuant to Article
VII the Short Term Revolving Credit Notes are due and payable.


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


      “Permitted Encumbrances” shall mean those Encumbrances allowed pursuant to
Section 5.3 hereof.


      “Person” shall mean any individual, corporation, association, trust, firm,
partnership, joint venture, unincorporated organization, limited liability
company, or other entity or enterprise or any government or any political
subdivision, department, agency or instrumentality thereof.


      “Plan” shall mean at any time an employee pension benefit plan (other than
a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 302 of ERISA and Section 412 of the
Internal Revenue Code and either (i) is maintained by a Borrower and/or any
ERISA Affiliate for employees of a Borrower and/or any ERISA Affiliate or
(ii) has at any time within the preceding five years been maintained by a Borrower
and/or any ERISA Affiliate for employees of a Borrower and/or any ERISA
Affiliate.


-14-









For purposes of this Agreement, the term “Plan(s)” shall not include a
terminated employee pension benefit plan for which final distribution of assets
has been made in full compliance with the provisions of Section 4041(b) of
ERISA prior to the date of this Agreement, and for which the Internal Revenue
Service has issued a favorable determination letter regarding termination of
such plan.


      “PNC” shall mean PNC Bank, National Association, a national banking
association.


      “Portion” shall mean any Euro-Rate Portion, any Base Rate Portion or any
Bid Rate Portion.


      “Prime Rate” shall mean the rate of interest announced from time to time
by PNC at its principal office as its prime rate, which rate may not be the
lowest interest rate then being charged commercial borrowers by the Agent.


      “Pro Rata” shall mean (i) as to amounts due to or from any Bank (A) with
respect to advances from or repayments to the Banks under the Long Term
Revolving Credit Commitment, each such Bank’s Long Term Revolving Credit
Commitment Percentage of such advances or repayments, (B) with respect to
advances from or repayment to the Banks under the Short Term Revolving Credit
Commitment, each such Bank’s Short Term Revolving Credit Commitment Percentage
of such advances or repayments, and (C) with respect to the advances from or
repayments to Bid Rate Banks their respective proportionate shares of each such
Bid Rate Loan and (ii) with respect to all fees or costs due the Banks
hereunder, an amount equal to each such Bank’s (A) Long Term Revolving Credit
Commitment Percentage at the Date of Determination, or (B) Short Term Revolving
Credit Commitment Percentage at the Date of Determination as the case may be.


      “Ratings” shall mean the senior unsecured long term debt ratings of the
Borrower in effect from time to time by Moody’s or S&P.


      “RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C.
§6901 et seq. and the regulations adopted pursuant thereto, as the same may be
amended.


      “Reference Currency” shall have the meaning assigned to such term in the
definition of Equivalent Amount.


      “Reimbursement Obligation” shall have the meaning assigned to such term in
Section 2.11d(B).


      “Release” or “Released” shall mean any release, spill, discharge, leak or
disposal of any Hazardous Substance which occurs in a manner which is not in
compliance with an Environmental Law.


      “Rentals” shall mean all amounts (whether or not designated as rentals)
payable by a lessee under any lease (other than a Capitalized Lease) during a
specific period after


-15-









eliminating all inter-company items in accordance with GAAP. If and to the
extent the amount of any Rentals during any future period is not definitely
determinable under the lease in question, the amount of such Rentals shall be
estimated in such reasonable manner as the Board of Directors of the affected
Borrower may in good faith determine.


      “Reportable Event” shall mean a “reportable event” described in Section 4043(b)
of ERISA and the regulations thereunder other than an event described
in 29 C.F.R. Part 2615.14 for which the 30-day notice to the PBGC is waived.


      “Request for Disbursement” shall mean the request for Disbursement in
substantially the form of Exhibit “C” hereto, which shall be delivered to the
Banks by the Borrower in accordance with Subsection 2.3b.


      “Required Banks” shall mean Banks which in the aggregate hold at least 51%
of the sum of (i) the Long Term Revolving Credit Commitment and (ii) the Short
Term Revolving Credit Commitment or if any such Commitment has terminated, at
least 51% of the Loans (including Participation Advances) then outstanding.


      “Restatement Closing Date” shall mean the date on which each of the
conditions precedent set forth in Section 6.2 is satisfied.


      “S&P” shall mean Standard & Poor’s Rating Group, a division of
McGraw-Hill, Inc.


      “SEC” shall mean the Securities and Exchange Commission or any successor
agency.


      “Segment” shall mean each individual part of the Loans having a separate
Interest Period and bearing interest under the Euro-Rate Option or the Bid Rate
Option.


      “Short Term Facility Fee Rate” shall mean the rate per annum determined
from time to time based upon the Ratings in effect by S&P and Moody’s set forth
under the relevant column heading below opposite such Ratings:






	 	 	 	 	 	 	 	 	 
	

	RATINGS
	

			Short Term
			Facility Fee Rate
	S&P/Moody's		(in basis points per annum)
	
		

	A+/A1 or higher			6.5	
	
	
	
	

	A/A2 or higher but less than A+/A1			7.5	
	
	
	
	

	A-/A3 or higher but less than A/A2#			8.5	
	
	
	
	

	BBB+/Baa1 or higher but less than A-/A3			10.0	
	
	
	
	

	BBB/Baa2 or higher but less than BBB+/Baa1			12.5	
	
	
	
	

	BBB-/Baa3 or lower			15.0	



-16-







provided that, in the event that the Ratings of S&P and Moody’s do not
coincide, the Short Term Facility Fee Rate set forth above opposite the higher
of such Ratings will apply; and provided further, in the event that one Rating
is in effect, the Short Term Facility Fee Rate set forth above for such Rating
will apply. Notwithstanding the foregoing, in the event that no Ratings are in
effect at such time of determination, the Short Term Facility Fee Rate will be
determined in a manner to be mutually agreed upon by the Agent and the Borrower
and consented to by the Banks. The Short Term Facility Fee Rate shall be
adjusted if necessary as of the date of any change in the Ratings.


      “Short Term Revolving Credit Commitment” shall mean the several
obligations of the Banks, each in accordance with its Short Term Revolving
Credit Commitment Percentage, to make available to the Borrower the Short Term
Revolving Credit Loans, all as set forth in Section 2.2.


      “Short Term Revolving Credit Commitment Percentage” shall mean as to any
Bank, the percentage set forth opposite such Bank’s name on its signature page
hereto under the caption “Short Term Revolving Credit Commitment Percentage.”


      “Short Term Revolving Credit Loans” shall mean Disbursements made by the
Banks under the Short Term Revolving Credit Commitment which Disbursements in
the aggregate shall not exceed more than $200,000,000 at any one time
outstanding.


      “Short Term Revolving Credit Note” shall mean the evidence of Indebtedness
substantially in the form of Exhibit “B” hereto and all extensions, renewals,
amendments, substitutions and replacements thereto and thereof.


      “Solvent” shall mean, with respect to any Person on a particular date,
that on such date (i) the fair value of the property of such Person is greater
than the total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (ii) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (iii) such Person is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and other commitments as they
mature in the normal course of business, (iv) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay as such debts and liabilities mature, and (v) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s property would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which such Person is engaged or proposes to engage.
In computing the amount of contingent liabilities at any time, it is intended
that such liabilities will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.


-17-









      “SPC” shall have the meaning given it in Section 9.12a(ii).


      “Standby Letter of Credit” shall mean a Letter of Credit issued to support
obligations of the Borrower, contingent or otherwise, which finance the working
capital and business needs of the Borrower incurred in the ordinary course of
its business and which is not a Commercial Letter of Credit.


      Swingline Loan shall mean a disbursement made by the Agent to the Borrower
pursuant to Section 2.10.


      Swingline Loan Account shall mean the sub-account opened and maintained by
the Agent in the name of the Borrower pursuant to Section 2.15 and Section 2.10g.


      Swingline Note shall mean the promissory note of the Borrower evidencing
Indebtedness of the Borrower under the Swingline Option which note is
substantially in the form of Exhibit “E” to the Agreement, together with all
extensions, renewals, amendments, modifications, substitutions and replacements
thereto and thereof.


      Swingline Option shall mean the loan option between the Borrower and the
Agent pursuant to Section 2.10.


      “Subsidiary” of any Person at any time shall mean (i) any corporation or
trust of which 51% or more (by number of shares or number of votes) of the
outstanding Capital Stock or shares of beneficial interest normally entitled to
vote for the election of one or more directors or trustees (regardless of any
contingency which does or may suspend or dilute the voting rights) is at such
time owned directly or indirectly by such Person or one or more of such
Person’s Subsidiaries, (ii) any partnership of which such Person is a general
partner or of which 51% or more of the partnership interests is at the time
directly or indirectly owned by such Person or one or more of such Person’s
Subsidiaries, or (iii) any limited liability company of which such Person is a
member or of which 51% or more of the limited liability company interests is at
the time directly or indirectly owned by such Person or one or more of such
Person’s Subsidiaries.


      “Taxes” shall have the meaning given it in Section 2.21a.


      “Termination Date” shall mean (i) August 31, 2005, (ii) such earlier date
on which the Long Term Revolving Credit Commitment shall terminate pursuant to
Section 2.4 and the Long Term Revolving Credit Loans then outstanding shall be
paid in full in accordance with Section 2.1e, (iii) such later date as is
agreed to by the Borrower and the Banks pursuant to Subsection 2.1c hereof at
which time the Long Term Revolving Credit Commitment shall terminate and the
Long Term Revolving Credit Loans then outstanding shall be paid in full in
accordance with Section 2.1e, or (iv) such date when, pursuant to Article VII
hereof, the Long Term Revolving Credit Commitment shall terminate.


      “Termination Event” shall mean (i) a Reportable Event with respect to a
Plan (or an event described in Section 4068(f) of ERISA with respect to a
Plan), or (ii) the withdrawal of


-18-









the Borrower from a Plan during a plan year in which the Borrower was a
“substantial employer”, as such term is defined in Section 4001(a)(2) of ERISA,
or the incurrence of liability by the Borrower under Section 4064 of ERISA upon
the termination of a Plan, or (iii) the distribution of a notice of intent to
terminate a Plan pursuant to Section 4041(a)(2) of ERISA or the treatment of a
Plan amendment as a termination under Section 4041 of ERISA, or (iv) the
institution of proceedings to terminate a Plan by the PBGC under Section 4042
of ERISA, or (v) any other event or condition which might reasonably constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Plan.


      “Voting Stock” shall mean stock of any class or classes (however
designated) the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of a majority of directors (or
persons performing similar functions) of the issuer thereof even though the
right so to vote has been suspended by the happening of such a contingency.


      “Withdrawal Liability” shall mean “withdrawal liability” as defined by the
provisions of Part 1 of Subtitle E to Title IV of ERISA.


      “Year 2000 Problem” shall have the meaning ascribed to it in Section 3.18.


1.2 Accounting Terms. All accounting terms used in this Agreement and not
otherwise defined herein shall have the respective meanings given to such terms
under GAAP, and shall be construed in accordance with GAAP.


1.3 Construction. Unless the context of this Agreement otherwise clearly
requires, the following rules of construction shall apply to this Agreement and
each of the other Loan Documents:



		
	 	      (i) Number: Inclusion. References to the plural include the
singular, the singular the plural and the part the whole, “or” has the
inclusive meaning represented by the phrase “and/or,” and “including” has
the meaning represented by the phrase “including without limitation.”
	 
	 	      (ii) Determination. References to “determination” of or by the Agent
or the Banks shall be deemed to include good faith estimates by the Agent
or the Banks (in the case of quantitative determinations) and good faith
beliefs by the Agent or the Banks (in the case of qualitative
determinations) and such determination shall be conclusive absent
manifest error.
	 
	 	      (iii) Discretion and Consent. Whenever the Agent or the Banks are
granted the right herein to act in its or their sole discretion or to
grant or withhold consent such right shall be exercised in good faith.
	 
	 	      (iv) Documents Taken as a Whole. The words “hereof,” “herein,”
“hereunder”, “hereto” and similar terms in this Agreement or any other
Loan Document refer to this Agreement or such other Loan Document as a
whole and not to any particular provision of this Agreement or such other
Loan Document.



-19-











		
	 	      (v) Headings. The article, section and other headings contained in
this Agreement or such other Loan Documents and the Table of Contents (if
any) preceding this Agreement or such other Loan Document are for
reference purposes only and shall not control or affect the construction
of this Agreement or such other Loan Document or the interpretation
thereof in any respect.
	 
	 	      (vi) Implied References. Article, section, subsection, item, clause,
schedule and exhibit references are to this Agreement or to such other
Loan Document, as the case may be, unless otherwise specified.
	 
	 	      (vii) Persons. Reference to any Person includes such Person’s
successors and assigns, but, if applicable, only if such successors and
assigns are permitted by this Agreement or another Loan Document, as the
case may be, and reference to a Person in a particular capacity excludes
such Person in any other capacity.
	 
	 	      (viii) Government Acts and Agreements. Reference to any Governmental
Acts, agreement or contract includes such Governmental Acts, agreement or
contract as the same may be amended, supplemented, modified, extended,
waived, consolidated, replaced or renewed from time to time, but only to
the extent permitted by, and effected in accordance with, the terms
thereof and of this Agreement and the other Loan Documents.
	 
	 	      (ix) From, To and Through. Relative to the determination of any
period of time, “from” means “from and including”, “to” means “to but
excluding”, and “through” means “through and including”.
	 
	 	      (x) Shall; Will. References to “shall” and “will” are intended to
have the same meaning.
	 
	 	      (xi) Writing; Written. References to “writing” include printing,
typing, lithography and other means of reproducing words in a tangible
visible form. References to “written” include “printed”, “typed”,
“lithographed” and other adjectives relating to words reproduced in a
tangible visible form consistent with the preceding sentence and also
include electronic images and images stored on computer disks, magnetic
tape and like media.
	 
	 	      (xii) “To Borrower’s knowledge” means the actual knowledge of the
corporate officers of the Borrower whose offices are in Findlay, Ohio.



ARTICLE II. THE LOANS.


2.1 Long Term Revolving Credit Commitment.


2.1a Long Term Revolving Credit Loans. The Banks severally agree, subject to

the terms and conditions hereof and relying upon the representations and

warranties herein set forth,


-20-








that the Borrower shall have the right to borrow, repay and reborrow from the
Restatement Closing Date until the Termination Date in either Dollars or an
Optional Currency an aggregate principal amount not to exceed the Dollar
Equivalent amount of $150,000,000 at any one time outstanding less Letters of
Credit Outstanding. Each Bank, from time to time from the Restatement Closing
Date to the Termination Date severally will lend to the Borrower at the
principal office of the Agent in Pittsburgh, Pennsylvania, or at such location
as the Agent may direct, amounts not exceeding the Dollar or Dollar Equivalent
amount or percentage set forth in Subsection 2.1b opposite such Bank’s name
minus such Bank’s Pro Rata share of the Letters of Credit Outstanding;
provided, however, in no event (except as to Bid Rate Loans made pursuant to
Section 2.5 hereof) shall any Bank be required to advance an amount in excess
of the Dollar or Dollar Equivalent amount or percentage set forth opposite such
Bank’s name on such Bank’s signature page hereto; and provided, further, that
if any Bank fails to advance to the Borrower that Bank’s Pro Rata share of any
Disbursement, the remaining Banks shall not be required to advance to the
Borrower the defaulting Bank’s Pro Rata share of such Disbursement.


2.1b Individual Long Term Revolving Credit Loan Commitments. Subject to the
provisions of Sections 2.4 and 2.5b hereof, each Bank shall be individually
committed to the Borrower for each Bank’s Long Term Revolving Credit Commitment
Percentage as set forth opposite such Bank’s name on the signature page hereto
for such Bank, as adjusted from time to time to reflect any assignment made
pursuant to Section 9.12(a)(i).


2.1c Extension of the Term of the Long Term Revolving Credit Commitment. The
Borrower, prior to June 30, 2001, and prior to each subsequent June 30 during
the term of the Long Term Revolving Credit Commitment, when the remaining term
of the Long Term Revolving Credit Commitment (whether the original term as set
forth in Subsection 2.1a or any extended term as provided hereby) is
approximately fifty (50) months, may request, by written notice executed by an
Authorized Officer and delivered to the Agent, an extension or further
extension of the Long Term Revolving Credit Commitment for an additional
one-year period and a corresponding alteration of the Termination Date. The
Agent, upon receiving any request referred to above, shall immediately forward
such request to each of the Banks. If all of the Banks agree to the requested
extension of the Long Term Revolving Credit Commitment, the Agent shall
communicate this information to the Borrower in writing no later than August
15th of the year in which such request was received. Each extension of the
Long Term Revolving Credit Commitment shall be effective only for an additional
one-year period from August 31st to the succeeding August 30th. If the
Borrower has made its request for an extension of the Long Term Revolving
Credit Commitment in a timely manner and the Borrower has not received an
affirmative response by August 15th of the year in which such request is made,
such request shall be deemed denied. The foregoing sentence notwithstanding,
the Agent agrees that it shall endeavor to communicate a negative response to
any such request to the Borrower within five (5) Business Days after the Agent
knows that any such request has been denied.


2.1d Long Term Revolving Credit Notes. The obligation of the Borrower to repay
on or before the Termination Date the aggregate unpaid principal amount of the
Long Term Revolving Credit Loans and interest thereon shall be evidenced by the
Long Term Revolving Credit Notes, substantially in the form of Exhibit “A”
attached hereto and drawn by the Borrower to the order of each Bank in the
maximum amount of the Bank’s Long Term Revolving Credit

-21-








Commitment. The principal amount actually due and owing to each Bank at any
one time shall be the aggregate unpaid principal amount of all Disbursements
made by such Bank pursuant to its Long Term Revolving Credit Commitment, all as
shown on the Loan Account established pursuant to Section 2.15 hereof. Each
Long Term Revolving Credit Note shall be dated the Restatement Closing Date and
shall be delivered to the Agent on behalf of the Banks on such date. The
outstanding Long Term Revolving Credit Loans shall bear interest in accordance
with the provisions of Section 2.6.


2.1e Repayment. On the Termination Date, the Borrower shall repay in full all
amounts outstanding under the Long Term Revolving Credit Commitment together
with all interest thereon to the date of such repayment and all costs and fees
and costs due hereunder in respect of the Long Term Revolving Credit
Commitment.


2.2 Short Term Revolving Credit Commitment.


2.2a Short Term Revolving Credit Loans. The Banks severally agree, subject to
the terms and conditions hereof and relying on the representations and
warranties set forth herein, that the Borrower shall have the right to borrow,
repay and reborrow from the Restatement Closing Date until the Maturity Date in
Dollars an aggregate principal amount not to exceed $200,000,000 at any one
time outstanding less Swingline Loans outstanding. Each Bank from time to time
from the Restatement Closing Date to the Maturity Date, severally will lend to
the Borrower at the principal office of the Agent in Pittsburgh, Pennsylvania,
amounts not exceeding the amount (less such Bank’s pro rata share of Swingline
Loans outstanding) or percentage opposite such Bank’s name on such Bank’s
signature page hereto; provided, however, in no event (except as to Bid Rate
Loans made pursuant to Section 2.5 hereof) shall any Bank be required to
advance an amount in excess of the Dollar amount set forth in Subsection 2.2b
opposite such Bank’s name (less such Bank’s pro rata share of Swingline Loans
outstanding); and provided, further, that if any Bank fails to advance to the
Borrower that Bank’s Pro Rata share of any Disbursement, the remaining Banks
shall not be required to advance to the Borrower the defaulting Bank’s Pro Rata
share of such Disbursement.


2.2b Individual Short Term Revolving Credit Commitments. Subject to the
provisions of Section 2.4 and 2.5b hereof, each Bank shall be individually
committed to the Borrower for each Bank’s Short Term Revolving Credit
Commitment Percentage as set forth opposite such Bank’s name on the signature
page hereto for such Bank as adjusted from time to time to reflect any
assignment made pursuant to Section 9.12(a)(i).


2.2c Extension of Maturity Date. (i) The Borrower, prior to June 30, 2001, and
prior to each subsequent June 30 thereafter during the term of the Short Term
Revolving Credit Commitment, when the remaining term of the Short Term
Revolving Credit Commitment (whether the original term or any extended term as
provided hereby) is approximately two (2) months, may request, by written
notice executed by an Authorized Officer and delivered to the Agent, an
extension or further extension of the Short Term Revolving Credit Commitment
for an additional period of one day less than a year and a corresponding
alteration of the Maturity Date. The Agent, upon receiving any request
referred to above, shall immediately forward such request to each of the Banks.
If all of the Banks agree to the requested extension of the Short Term


-22-









Revolving Credit Commitment and the corresponding alteration of the Maturity
Date, the Agent shall communicate this information to the Borrower in writing
not earlier than thirty (30) days nor later than fifteen (15) days prior to the
Maturity Date of the year in which such request was received.


      (ii) The failure of the Borrower to request or to be granted the extension
of the Short Term Revolving Credit Commitment shall automatically terminate the
Short Term Revolving Credit Commitment as of the Maturity Date then in effect.
The foregoing sentence notwithstanding, the Agent agrees that it shall endeavor
to communicate a negative response to any such request to the Borrower within
five (5) Business Days after the Agent knows that any such request has been
denied.


2.2d Short Term Revolving Credit Notes. The obligation of the Borrower to
repay the aggregate unpaid principal amount of the Short Term Revolving Credit
Loans and interest thereon shall be evidenced by the Short Term Revolving
Credit Notes, in substantially the form of Exhibit “B” attached hereto drawn by
the Borrower to the order of each Bank in the maximum amount of such Bank’s
Short Term Revolving Credit Commitment. The principal amount actually due and
owing to a Bank at any one time shall be the aggregate unpaid principal amount
of all Disbursements made by such Bank pursuant to the Short Term Revolving
Credit Commitment, all as shown on the Loan Account established pursuant to
Section 2.15 hereof. Each Short Term Revolving Credit Note shall be dated the
Restatement Closing Date and shall be delivered to the Agent on behalf of the
Banks on such date. The outstanding Short Term Revolving Credit Loans shall
bear interest in accordance with the provisions of Section 2.6.


2.2e Repayment. On the Payment Date, the Borrower shall repay in full all
amounts outstanding under the Short Term Revolving Credit Commitment, together
with all interest thereon to the date of such repayment and all fees and costs
due hereunder in respect of the Short Term Revolving Credit Commitment.


2.3 Disbursements and Repayments.


2.3a Borrowings. Each Disbursement of the Long Term Revolving Credit Loans or
the Short Term Revolving Credit Loans, as the case may be, repayment thereof
and subsequent reborrowing shall be made from or to the Banks ratably in
proportion to their respective Commitments set forth in Subsections 2.1b and
2.2b (except as provided in Section 2.11d(B) and shall be in an aggregate
Dollar amount of $1,000,000 or if in excess of $1,000,000 in integral multiples
of $1,000,000; provided, however, that if a Disbursement is to bear interest at
the Euro-Rate Option then such Disbursement must be in the amounts required by
Subsection 2.6d.


2.3b Disbursement Request. Each request for a Disbursement under Section 2.1
or 2.2 shall be made to the Agent by an Authorized Officer of the Borrower
orally or in writing pursuant to the execution and delivery by the Borrower to
the Agent of a Request for Disbursement, substantially in the form of Exhibit
“C” hereto, (A) except for any Request for Disbursement made pursuant to
Subsection 2.5d hereof, by 10:00 A.M. (Pittsburgh, Pennsylvania time) on the
date of the proposed Disbursement if the Disbursement is initially to bear
interest at the Base Rate Option, (B) by 10:00 A.M. (Pittsburgh, Pennsylvania
time) at least three (3)

-23-








Business Days prior to the proposed Disbursement with respect to Loans made in
Dollars if the Disbursement or any part thereof is to initially bear interest
at the Euro-Rate Option, or (C) by 10:00 A.M. (Pittsburgh, Pennsylvania time)
at least four (4) Business Days prior to the proposed Disbursement with respect
to Long Term Revolving Credit Loans funded in an Optional Currency (which Loans
must bear interest at the Euro-Rate Option), in each case specifying whether
the Disbursement is under the Long Term Revolving Credit Commitment or the
Short Term Revolving Credit, as applicable, the proposed borrowing date and the
Dollar or Dollar Equivalent (if applicable) amount thereof, selecting the
interest rate Option therefor pursuant to Subsection 2.6 hereof, if
appropriate, selecting the Interest Period therefor and for Long Term Revolving
Credit Loans to be funded in an Optional Currency, the currency in which the
Disbursement is to be funded. Any oral request for a Disbursement hereunder
shall be followed immediately by the Borrower’s written Request for
Disbursement. A request from the Borrower pursuant to this Section 2.3b with
respect to a Disbursement or any part thereof which is initially to bear
interest at the Euro-Rate Option, shall irrevocably commit the Borrower to
accept such Disbursement on the date specified in such request. Promptly upon
receipt of such notice, the Agent shall notify each Bank of the Borrower’s
request and the amount of such requested Disbursement which is to be advanced
by such Bank. Each such Bank shall make its Pro Rata share of such
Disbursement available at the Agent’s principal office in immediately available
funds no later than 3:00 p.m. (Pittsburgh, Pennsylvania time) on the date of
the requested Disbursement.


2.3c Repayments. Each repayment of the Long Term Revolving Credit Loans or the
Short Term Revolving Credit Loans (other than a repayment which entirely repays
all such Loans then outstanding, whether on the Termination Date, the Payment
Date or otherwise) shall be in the Dollar or Dollar Equivalent amount of
$1,000,000 or if in excess of $1,000,000, in integral multiples of $1,000,000,
all in the currency in which such Loan was made; provided,
however, if such
repayment is to repay Long Term Revolving Credit Loans or the Short Term
Revolving Credit Loans bearing interest at the Euro-Rate Option then such
repayment must be in the amounts required by Subsection 2.6d.


2.4 Reduction of Long Term Revolving Credit Commitment or Short Term Revolving
Credit Commitment. At any time and from time to time upon at least five (5)
Business Days’ prior written notice to the Agent, the Borrower may terminate,
in whole or in part, without penalty, the then unused portion of the Long Term
Revolving Credit Commitment and/or the Short Term Revolving Credit Commitment,
thereby causing a corresponding abatement of the relevant Facility Fee;
provided, however, that (i) the Borrower may not terminate an unused portion of
the Long Term Revolving Credit Commitment or the Short Term Revolving Credit
Commitment, as the case may be, such that the Long Term Revolving Credit
Commitment or the Short Term Revolving Credit Commitment is reduced below the
principal amount of any Bid Rate Loans then outstanding under the applicable
Commitment, (ii) the Borrower may not terminate an unused portion of the Long
Term Revolving Credit Commitment such that the Long Term Revolving Credit
Commitment is reduced below the Letters of Credit Outstanding, and (iii) the
Long Term Revolving Credit Commitment and/or the Short Term Revolving Credit
Commitment shall terminate without the necessity for further action on behalf
of the Borrower, the Agent or the Banks if such commitment is reduced to $0.
Each such reduction shall be in a minimum principal amount of $10,000,000 or,
if in excess of $10,000,000, in integral multiples

-24-








of $1,000,000. The relevant Facility Fee shall cease to accrue with respect to
the portion of the relevant Long Term Revolving Credit Commitment or the Short
Term Revolving Credit Commitment so terminated five (5) Business Days after
receipt of such notice or the date of such reduction whichever is later.
Notice of termination once given shall be irrevocable and the portion of the
Long Term Revolving Credit Commitment or the Short Term Revolving Credit
Commitment so terminated shall not be available for borrowing once such notice
has been given under the terms hereof. The Agent shall promptly notify each
Bank of its Pro Rata share of such terminated unused portion and the date of
each such termination.


2.5 Bid Rate Loans.


2.5a Bid Rate. Subject to the provisions of this Section 2.5, each Bank agrees
the Borrower may request from any Bank Bid Rate Loans, in an aggregate amount
at any one time outstanding not to exceed $350,000,000, bearing interest at the
Bid Rate Option. No Bid Rate Loan shall be made in an Optional Currency.


2.5b Reduction of Available Commitments. While each such Bid Rate Loan is
outstanding hereunder, the outstanding principal amount thereof shall reduce
correspondingly availability under either or both of (i) the Long Term
Revolving Credit Commitment and (ii) the Short Term Revolving Credit
Commitment, as applicable, and shall reduce, as to each Bank availability under
either or both of (i) that Bank’s Long Term Revolving Credit Commitment or (ii)
that Bank’s Short Term Revolving Credit Commitment, as applicable, by an amount
equal to such Bank’s Pro Rata share of the aggregate outstanding principal
balance of Bid Rate Loans issued by any Bank.


2.5c Limitations on and Evidence of Bid Rate Loans. Except as provided under
Section 2.5d(iii)(B) hereof, each Bid Rate Loan or repayment of a Bid Rate Loan
must be in the minimum principal amount of $5,000,000 or, if in excess of
$5,000,000, in integral multiples of $1,000,000. The obligation of the
Borrower to repay, on the Termination Date (if the Borrower has requested a
Disbursement under the Long Term Revolving Credit Commitment), the aggregate
unpaid principal amount of such Bid Rate Loans advanced by each Bank shall be
evidenced by the Bid Rate Notes substantially in the form of Exhibit “D-1”
hereto, one made payable to each Bank in the amount of $150,000,000. The
obligation of the Borrower to repay, on the Payment Date (if the Borrower has
requested the Disbursement under the Short Term Revolving Credit Commitment),
the aggregate unpaid principal amount of such Bid Rate Loans advanced by each
Bank shall be evidenced by the Bid Rate Notes substantially in the form of
Exhibit “D-2” hereto, one made payable to each Bank in the amount of
$200,000,000. The Borrower shall have, with the prior written consent of the
Bank making such Bid Rate Loan, the right to prepay any Bid Rate Loan prior to
the end of the relevant Bid Rate Interest Period. The Borrower shall repay
each individual Bid Rate Loan, together with interest thereon on the last day
of the Bid Rate Interest Period applicable to it. The principal amount
actually due and owing each Bank shall be the aggregate unpaid principal amount
of all Disbursements of Bid Rate Loans made by such Bank, all as shown on the
Loan Account established pursuant to Section 2.15 hereof.


-25-









2.5d Bid Rate Loan Procedure.


      (i) The Borrower may request Bid Rate quotations by delivering to the
Agent in writing a Bid Rate Loan Request before 12:00 Noon (Pittsburgh,
Pennsylvania time) at least one (1) Business Day prior to the date of the
proposed Disbursement.


      (ii) Each Bank, if in its sole discretion it elects to do so, shall
irrevocably offer to make one or more Bid Rate Loans at a rate or rates of
interest specified by such Bank for such Bid Rate Interest Period by notifying
the Borrower and the Agent before 10:00 A.M. (Pittsburgh, Pennsylvania time) on
the date of the proposed Disbursement; provided, however any offer made by PNC
shall be submitted by 9:45 P.M. (Pittsburgh, Pennsylvania time).


      (iii) The Borrower, as soon as possible but in any event before 11:00 A.M.
(Pittsburgh, Pennsylvania time) on the date of such proposed Bid Rate Loan
specified in the applicable Bid Rate Loan Request shall either:



		
	 	      (A) cancel such Bid Rate Loan Request by giving the Agent
notice to that effect; or
	 
	 	      (B) accept one or more of the offers made by any Bank or Banks
pursuant to clause (ii) above, by giving notice to the Agent of
each Bid Rate Loan, including the amount (which amount shall be
equal to or less than the maximum amount offered by each such Bank
or Banks), type of Commitment to be borrowed against, rate and
maturity thereof, and reject any remaining offers made pursuant to
clause (ii) above by giving the Agent notice to that effect;
provided, however, (1) each offer shall be accepted in order of
ascending Bid Rate applicable to such Bid Rate Loans and (2) if two
or more Banks submit offers at identical terms and conditions and
the Borrower accepts any such offers, but does not wish to borrow
the total amount offered by such Banks, the Borrower shall accept
offers from all such Banks on amounts allocated among them
proportionately according to the amounts offered by such Banks.



If the Borrower does not notify the Agent of its decision under item (i) or
(ii) above by 11:00 A.M. (Pittsburgh, Pennsylvania time), such failure shall be
deemed a cancellation of such Bid Rate Request.


      (iv) If the Borrower notifies the Agent that such Bid Rate Loan Request is
cancelled pursuant to clause (iii)(A) above, the Agent shall give prompt notice
thereof to the Banks and the Bid Rate Loans requested thereby shall not be
made.


      (v) If the Borrower accepts one or more of the offers made by any Bank
pursuant to clause (iii)(B) above, the Agent shall in turn promptly notify (A)
each Bank of the date of such Bid Rate Loan, and the aggregate amount, interest
rate, type of Commitment to be borrowed against and maturity of such Bid Rate
Loan and whether or not any offer or offers made by such Bank pursuant to
clause (ii) above have been accepted by the Borrower and (B) each Bank which is
to make a Bid Rate Loan, of the amount of each Bid Rate Loan to be made


-26-









by such Bank. Each Bank which is to make a Bid Rate Loan shall, before
1:00 p.m. (Pittsburgh, Pennsylvania time) on the date of such Bid Rate Loan
specified in the notice received from the Agent pursuant to clause (A) of the
preceding sentence or any later time when such Bank shall have received notice
from the Agent pursuant to clause (B) of the preceding sentence, make available
to the Agent such Bank’s Bid Rate Loan, in immediately available funds.
Promptly after 1:00 p.m. (Pittsburgh, Pennsylvania time) and in any event
before 3:00 p.m. (Pittsburgh, Pennsylvania time) on each date of the making of
Bid Rate Loans, the Agent shall make the aggregate amount available to the
Borrower.


2.5e Bid Rate Loan Interest. Interest on the Bid Rate Loans shall accrue at
the rate per annum agreed upon between the Bank or Banks making such Bid Rate
Loans and the Borrower pursuant to the Bid Rate selection procedures set forth
in Subsection 2.5d above. Upon the occurrence of an Event of Default under
Section 7.1, and during the continuance of such Event of Default, the interest
rate on outstanding Bid Rate Loans shall be adjusted in accordance with the
provisions of Subsection 2.6b. The Agent shall provide the Borrower with
written notice of the effectiveness of such increased rate of interest based on
the occurrence of an Event of Default as soon as practicable thereafter, but
the failure of the Agent to provide such notice shall not negate the
effectiveness of such increased rate.


2.5f Bid Rate Option Borrowing in Event of Bid Rate Loan. Following each Bid
Rate Loan Request accepted pursuant to Section 2.5d and each Bid Rate Loan made
pursuant thereto, the Borrower may not submit another Bid Rate Loan Request for
a period of four (4) Business Days from the date of Disbursement of each Bid
Rate Loan which period shall include the date of Disbursement.


2.5g Base Rate Option Borrowing in Event of Cancelled Bid Rate Loan Request.
In the event of cancellation by the Borrower of a Bid Rate Loan Request
pursuant to item (iii)(A) of Subsection 2.5d, the Borrower may, before 11:00
A.M. (Pittsburgh, Pennsylvania time) on the day of such cancellation, submit to
the Agent a request for a Disbursement under the Long Term Revolving Credit
Commitment or the Short Term Revolving Credit Commitment to be made on the day
of such cancellation and to bear interest at the Base Rate Option. The Agent
shall use its best efforts to notify the Banks of each such request for a
Disbursement, and the Banks shall use their best efforts to make their
respective Pro Rata shares of such Disbursement available at the office of the
Agent prior to 12:00 Noon (Pittsburgh, Pennsylvania time) on the date of such
Disbursement.


2.5h Maximum Bid Rate Amount. The total amount of Bid Rate Loans outstanding
at any one time plus (i) all outstanding and unpaid Disbursements and (ii)
Letters of Credit Outstanding shall not exceed in the aggregate at any one time
outstanding of $350,000,000.


-27-









2.6 Long Term Revolving Credit Loan and Short Term Revolving Credit Loan Interest Rates.


2.6a Interest Rate Options.


      (i) Long Term
Revolving Credit Loans. During the term hereof and prior to
the Termination Date, in accordance with the provisions of Subsections 2.6c and
2.6d, the Borrower shall have the option of electing from time to time one or
more of the interest rate formulas set forth below to be applied by the Banks
to amounts then outstanding under Long Term Revolving Credit Loans. In
addition, prior to the Termination Date, the Borrower shall have the right to
implement the Bid Rate Loan procedure set forth in Section 2.5 hereof. The
actual interest rates hereunder shall also be adjusted in accordance with
Section 2.6b hereof.



		
	 	      (A) Base Rate Option. Interest under this Option shall accrue
at a rate per annum equal to the Base Rate. The actual interest
rate in effect under this Option shall be adjusted on the effective
date of any change in the Base Rate. The Base Rate Option is not
available for Optional Currency Loans.
	 
	 	      (B) Euro-Rate Option. Interest under this Option shall accrue
for any Euro-Rate Interest Period selected at a rate per annum
equal to the sum of the Euro-Rate plus the Applicable Long Term
Margin, and shall be adjusted as of the date of any change of
Ratings, if necessary.



      (ii) Short Term Revolving Credit Loans. During the term hereof and prior
to the Payment Date, in accordance with the provisions of Subsections 2.6c and
2.6d, the Borrower shall have the option of electing from time to time one or
more of the interest rate formulas set forth below to be applied by the Banks
to amounts then outstanding under Short Term Revolving Credit Loans. In
addition, prior to the Maturity Date, the Borrower shall have the right to
implement the Bid Rate Loan procedure set forth in Section 2.5 hereof. The
actual interest rates hereunder shall also be adjusted in accordance with
Section 2.6b hereof.



		
	 	      (A) Base Rate Option. Interest under this Option shall accrue
at a rate per annum equal to the Base Rate. The actual interest
rate in effect under this Option shall be adjusted on the effective
date of any change in the Base Rate.
	 
	 	      (B) Euro-Rate Option. Interest under this Option shall accrue
for any Euro-Rate Interest Period selected at a rate per annum
equal to the sum of the Euro-Rate plus the Applicable Short Term
Margin, and shall be adjusted as of the date of any change of
Ratings, if necessary.



-28-










2.6b Interest Rate Upon Default.


      (i) (A) Upon the occurrence of an Event of Default under Section 7.1, and
during the continuance of such Event of Default, or (B) upon the acceleration
of the Bank Indebtedness for any reason hereunder, interest under the Base Rate
Option, the Euro-Rate Option, the Bid Rate Option or the Swingline Loan Option
shall be 2% per annum (200 basis points) in excess of the applicable interest
rate then in effect.


      (ii) Upon receipt by the Borrower of notice from the Agent of the
occurrence of an Event of Default under Section 7.2 and during the continuance
of such Event of Default, interest under the Base Rate Option, the Euro-Rate
Option, the Bid Rate Option or the Swingline Loan Option shall be 2% per annum
(200 basis points) in excess of the applicable interest rate then in effect.


      (iii) The provisions of the immediately preceding items (i) and (ii) to
the contrary notwithstanding, if (A) the Borrower has not given notice to the
Banks of an Event of Default in accordance with the provisions of Section 9.5
and (B) the Banks, after becoming aware of such Event of Default and based on
such Event of Default, wish to impose the default rate of interest in
accordance with either of the preceding items (i) and (ii), such default rate
of interest shall be effective as of the first day on which such default rate
would have been in effect had the Borrower given such notice in accordance with
the provisions of Section 9.5.


2.6c Interest Rate Option Elections. The Borrower shall have the option to
elect to have all or any Portion of the Dollar funded Long Term Revolving
Credit Loans or the Short Term Revolving Credit Loans bear interest at either
the Base Rate Option or the Euro-Rate Option, subject, however to the other
provisions of this Agreement. Notice of the Borrower’s election shall be made
to the Agent orally or in writing by 10:00 A.M. (Pittsburgh, Pennsylvania time)
at least (i) except as set forth in Subsection 2.5g hereof, on the proposed
effective date of such election, if such election is the election of the Base
Rate Option; and, (ii) three (3) Business Days prior to the proposed effective
date of such election, if such election is the election of the Euro-Rate
Option. Each such notice of election shall specify the Option and the amount
of the Long Term Revolving Credit Loans or Short Term Revolving Credit Loans to
bear interest at such Option, and in the case of the selection of the Euro-Rate
Option, the Interest Period therefor. Upon receipt of each such notice from
the Borrower, the Agent shall promptly notify each of the Banks. Any oral
notice of election hereunder shall be followed immediately by the Borrower’s
written confirmation of such interest rate election. Elections of or
conversions to the Base Rate Option shall continue in effect until converted as
herein set forth. Elections of, conversions to or renewals of the Euro-Rate
Option shall expire as to each such Option at the expiration of the applicable
Interest Period; provided, however, that in relation to any Long Term Revolving
Credit Loans, no Interest Period for the Euro-Rate Option may be elected,
converted or renewed if such Interest Period will extend beyond the Termination
Date or so long as an Event of Default has occurred and is continuing; and
provided further, that in relation to any Short Term Revolving Credit Loans, no
Interest Period for the Euro-Rate Option may be elected, converted or renewed
if such Interest Period will extend beyond the Payment Date or so long as an
Event of Default has occurred and is continuing. Any Portion of any Dollar
funded Loan outstanding for which no Interest Rate Option election has been
made shall bear interest at the Base Rate Option.


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Any Segment of any Loan bearing interest at the Euro-Rate, for which no
Euro-Rate Interest Period has been made shall have a Euro-Rate Interest Period
of one month. Each Segment of each Optional Currency funded Long Term
Revolving Credit Loan shall bear interest at the Euro-Rate Option, subject,
however, to the other provisions of this Agreement.


2.6d Limitation on Election of Euro-Rate Options. Each election of the
Euro-Rate Option for a Portion of the Long Term Revolving Credit Loans or Short
Term Revolving Credit Loans bearing interest at the Euro-Rate Option must be in
the minimum principal amount of $5,000,000 (or, in the case of Long Term
Revolving Credit Loans funded in an Optional Currency, the Dollar Equivalent
thereof) or, if in excess of $5,000,000 (or the Dollar Equivalent thereof), in
integral multiples of $1,000,000 (or the Dollar Equivalent thereof). Any
minimum amount of an election of the Euro-Rate Option hereunder may be
comprised, in whole or in part, of (i) existing Long Term Revolving Credit
Loans or Short Term Revolving Credit Loans bearing interest at the Base Rate
Option or the Euro-Rate Option (provided the Interest Period relating thereto
shall expire immediately prior to the commencement of the new Interest Period),
(ii) the previously undisbursed portion of the Long Term Revolving Credit
Commitment or the Short Term Revolving Credit Commitment or (iii) any
combination of the amounts described in the immediately preceding items (i) and
(ii). At no time during the term hereof may there be more than six (6)
separate Interest Periods in effect relating to Long Term Revolving Credit
Loans and no more than six (6) separate Interest Periods for Short Term
Revolving Credit Loans.


2.7 Special Provisions Relating to Euro-Rate Options and Bid Rate Loans.


2.7a Euro-Rate Unascertainable. In the event that on any date on which a
Euro-Rate would otherwise be set, the Agent shall have determined in good faith
(which determination shall be final and conclusive) that by reason of
circumstances affecting the interbank Eurodollar or eurocurrency market
adequate and reasonable means do not exist for ascertaining the Euro-Rate, the
Agent shall give prompt notice of such determination to the Borrower and the
Banks, and until the Agent notifies the Borrower and the Banks that the
circumstances giving rise to such determination no longer exist, the right of
the Borrower to borrow under or renew such affected Option shall be suspended.
Any notice of borrowing under or renewal of such affected Option which was to
become effective during the period of such suspension shall be treated as a
request to borrow under or renew the Base Rate Option with respect to the
principal amount therein specified; subject, however, to the right of the
Borrower to borrow or renew such amount at any other Option if then available,
pursuant to Section 2.6.


2.7b Illegality of Offering Euro-Rate. If any Bank shall determine in good
faith (which determination shall be final and conclusive) that compliance by
such Bank with any applicable law, treaty or governmental rule, regulation,
guideline, order, request or directive (whether or not having the force of
law), or the interpretation or application thereof by any governmental or
monetary authority, adopted after the Original Closing Date, has made it
unlawful for such Bank to make or maintain its Loans under the Euro-Rate
Option, such Bank shall give notice of such determination to the Borrower and
the Agent. Notwithstanding any provision of this Agreement to the contrary,
unless and until such Bank shall have given notice that the circumstances
giving rise to such determination no longer apply:


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      (i) with respect to any Euro-Rate Interest Periods, thereafter commencing,
interest on such Bank’s Pro Rata share of the corresponding Euro-Rate Portion
shall be computed and payable in Dollars under the Base Rate Option; and


      (ii) on such date, if any, as shall be required by law, such Bank’s Pro
Rata share of any Euro-Rate Portions, then outstanding shall be automatically
renewed at the Base Rate Option in Dollars and the Borrower shall pay to such
Bank the accrued and unpaid interest on such Portions to (but not including)
such renewal date.


      The Borrower shall pay any Bank any additional amounts reasonably
necessary to compensate such Bank (on an after-tax basis) for any out-of-pocket
costs incurred by such Bank as a result of any renewal pursuant to clause (ii)
above on a day other than the last day of the relevant Interest Period,
including, but not limited to, any interest or fees payable by such Bank to
lenders of funds obtained by it to loan or maintain the lending of the Loans so
converted. Such Bank shall furnish to the Borrower and the Agent a certificate
showing the calculation of the amount necessary to compensate such Bank (on an
after-tax basis) for such costs (which certificate, in the absence of manifest
error, shall be conclusive), and the Borrower shall pay such amount to such
Bank, as additional consideration hereunder, within ten (10) days of the
Borrower’s receipt of such certificate.


2.7c Inability to Offer Euro-Rate. In the event that any Bank shall determine,
in its reasonable discretion, that it is unable to obtain deposits in the
interbank eurodollar market in sufficient amounts and with maturities related
to such Euro-Rate Portions which would enable such Bank to fund such Euro-Rate
Portions, then such Bank shall immediately notify the Agent of such inability.
The Agent, upon receipt of such notice, shall notify the Borrower that the
right of the Borrower to borrow under, convert to or renew the Euro-Rate Option
or select an Optional Currency from such Bank shall be suspended. Following
notification of the suspension of the Euro-Rate Option with respect to any
Bank, the Borrower agrees to negotiate with such Bank for a modified Euro-Rate
which will allow such Bank to realize its anticipated and bargained for yield.
In the event that the Borrower and the affected Bank cannot agree on a modified
Euro-Rate, any notice of borrowing under, conversion to or renewal of the
Euro-Rate Option which was to become effective during the period of suspension
shall be treated as a request to borrow under, convert to or renew the Base
Rate Option in Dollars with respect to the principal amount specified therein
attributable to the affected Bank. The affected Bank shall notify the Agent as
to whether such Bank and the Borrower have agreed on a modified Euro-Rate.


2.7d Yield Protection. If any law, rule, regulation, treaty or official
directive or the interpretation or application thereof by any Governmental
Person charged with the administration thereof or the compliance with any
guideline or request from any central bank or other Governmental Person,
adopted after the Original Closing Date, (whether or not having the force of
law):


      (i) subjects any Bank to any tax, levy, impost, charge, fee, duty,
deduction or withholding of any kind hereunder (other than any tax imposed or
based upon the income of such Bank and payable to any governmental or taxing
authority in the United States of America or any state thereof or any foreign
jurisdiction) or changes the basis of taxation of such Bank with


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respect to payments by the Borrower of principal, interest or other
amounts due from the Borrower hereunder (other than any change which affects,
and to the extent that it affects, the taxation by the United States or any
state thereof or any foreign jurisdiction of the total net income of such
Bank), or


      (ii) imposes, modifies or deems applicable any reserve, special deposit,
special assessment or similar requirements against assets held by, deposits
with or for the account of or credit extended by such Bank (other than such
requirements which are included in the determination of the Euro-Rate
hereunder), or


      (iii) imposes upon such Bank any other condition with respect to this
Agreement,


and the result of any of the foregoing is to increase the cost to such Bank,
reduce the income receivable by such Bank, reduce the rate of return on such
Bank’s capital, or impose any expense upon such Bank with respect to any
Euro-Rate Portion of the Loans, or any Bid Rate Loan by an amount which such
Bank in its sole but reasonable discretion deems to be material, such Bank
shall from time to time notify the Borrower and the Agent of the amount
determined by such Bank (which determination, absent error, shall be
conclusive) to be reasonably necessary to compensate such Bank (on an after-tax
basis) for such increase in cost, reduction in income, reduction in rate of
return, or additional expense, setting forth the calculations therefor, and the
Borrower shall pay such amount to such Bank, as additional consideration
hereunder, within ten (10) days of the Borrower’s receipt of such notice.


2.7e Breakage Costs. In addition to the provisions of Subsections 2.7b and
2.7d hereof, the Borrower hereby agrees to reimburse each Bank against any loss
or expense which such Bank may sustain or incur as a consequence of any default
by the Borrower (i) in failing to accept any Bid Rate Loan or any borrowing or
renewal hereunder to bear interest at the Euro-Rate Option on the scheduled
date, or (ii) in failing to make when due (whether by declaration, acceleration
or otherwise) any payment of any Euro-Rate Portion of the Loans or any Bid Rate
Loan or (iii) in making any payment or prepayment of any Euro-Rate Portion of
the Loans or any Bid Rate Loan or any part thereof on any day other than the
last day of the relevant Interest Period; including, in each case, but not
limited to, any loss of profit, premium or penalty incurred by such Bank in
respect of funds borrowed by it for the purpose of making or maintaining any
Loan or any Portion thereof as determined by such Bank in the exercise of its
sole but reasonable discretion. The affected Bank shall furnish to the
Borrower and the Agent a certificate showing the calculation of the amount of
any such loss or expense (which certificate, absent error, shall be
conclusive), and the Borrower shall pay such amount in the currency in which
such Loan was made to the affected Bank within ten (10) days of the Borrower’s
receipt of such certificate.


2.7f Method of Calculation. In determining the amount due each Bank hereunder
by reason of the application of this Section 2.7, each Bank may use any
reasonable averaging or attribution method; provided, however, each Bank must
use reasonable efforts to minimize such losses and costs.

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2.8 Utilization of Commitments in Optional Currencies.


2.8a Periodic Computations of Dollar Equivalent Amounts of Loans and Letters of
Credit Outstanding. The Agent will determine the Dollar Equivalent amount of
(i) proposed Long Term Revolving Credit Loans or Letters of Credit to be
denominated in an Optional Currency as of the date of the requested
Disbursement or date of issuance, as the case may be, (ii) outstanding Long
Term Revolving Credit Loans or Letters of Credit Outstanding denominated in an
Optional Currency as of the last Business Day of each month, and (iii)
outstanding Long Term Revolving Credit Loans denominated in an Optional
Currency as of the end of each Interest Period (each such date under clauses
(i) through (iii), a “Computation Date”).


2.8b Notices From Banks That Optional Currencies Are Unavailable To Fund New
Loans. The Banks shall be under no obligation to make the Long Term Revolving
Credit Loans or issue the Letters of Credit requested by the Borrower which are
denominated in an Optional Currency if any Bank notifies the Agent by 5:00 p.m.
(Pittsburgh, Pennsylvania time) four (4) Business Days prior to the borrowing
or issuance date for such Long Term Revolving Credit Loans or Letters of Credit
that such Bank cannot provide its share of such Long Term Revolving Credit
Loans in such Optional Currency. In the event the Agent timely receives a
notice from a Bank pursuant to the preceding sentence, the Agent will notify
the Borrower no later than 12:00 Noon (Pittsburgh, Pennsylvania time) three (3)
Business Days prior to the Disbursement for such Long Term Revolving Credit
Loans or the issuance of such Letter of Credit that the Optional Currency is
not then available for such Long Term Revolving Credit Loans or such Letters of
Credit, and the Agent shall promptly thereafter notify the Banks of the same.
If the Borrower receives a notice described in the preceding sentence, the
Borrower may, by notice to the Agent not later than 5:00 p.m. (Pittsburgh,
Pennsylvania time) three (3) Business Days prior to the Disbursement or Letter
of Credit Borrowing for such Long Term Revolving Credit Loans or such Letters
of Credit, withdraw the Request for Disbursement for such Long Term Revolving
Credit Loans or the issuance of such Letters of Credit. If the Borrower
withdraws such Request for Disbursement, the Agent will promptly notify each
Bank of the same and the Banks shall not make such Loans or issue such Letters
of Credit. If the Borrower does not withdraw such Request for Disbursement
before such time, (i) the Borrower shall be deemed to have requested that (a)
the Long Term Revolving Credit Loans referred to in its Request for
Disbursement shall be made in Dollars in an amount equal to the Dollar
Equivalent amount of such Long Term Revolving Credit Loans and shall bear
interest under the Base Rate Option and (b) the Letters of Credit referred to
in its Request for Disbursement shall be issued in Dollars in an amount equal
to the Dollar Equivalent amount of such Letters of Credit, and (ii) the Agent
shall promptly deliver a notice to each Bank stating: (A) that such Long Term
Revolving Credit Loans or such Letters of Credit shall be made in Dollars and
shall bear interest under the Base Rate Option, (B) the aggregate amount of
such Long Term Revolving Credit Loans or such Letters of Credit, and (C) such
Bank’s Pro Rata share of such Long Term Revolving Credit Loans or such Letters
of Credit.


2.8c Notices From Banks That Optional Currencies Are Unavailable to Fund
Renewals of Euro-Rate Option Loans. If the Borrower delivers a Request for
Disbursement requesting that the Banks renew the Euro-Rate Option with respect
to an outstanding Segment of

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Long Term Revolving Credit Loans or Letters of Credit denominated in an
Optional Currency, the Banks shall be under no obligation to renew such
Euro-Rate Option if any Bank delivers to the Agent a notice by 5:00 p.m.
(Pittsburgh, Pennsylvania time) four (4) Business Days prior to effective date
of such renewal that such Bank cannot continue to provide Long Term Revolving
Credit Loans or Letters of Credit in such Optional Currency. In the event the
Agent timely receives a notice from a Bank pursuant to the preceding sentence,
the Agent will notify the Borrower no later than 12:00 Noon (Pittsburgh,
Pennsylvania time) three (3) Business Days prior to the renewal date that the
renewal of such Long Term Revolving Credit Loans or such Letters of Credit in
such Optional Currency is not then available, and the Agent shall promptly
thereafter notify the Banks of the same. If the Agent shall have so notified
the Borrower that any such continuation of Long Term Revolving Credit Loans
denominated in an Optional Currency or Letters of Credit issued in an Optional
Currency is not then available, any notice of renewal with respect thereto
shall be deemed withdrawn, and such Long Term Revolving Credit Loans
denominated in an Optional Currency or Letters of Credit issued in an Optional
Currency shall be redenominated into Base Rate Loans or Letters of Credit in
Dollars with effect from the last day of the Interest Period with respect to
any such Long Term Revolving Credit Loans denominated in an Optional Currency
or upon the reissuance, renewal or extension of Letters of Credit initially
issued in an Optional Currency. The Agent will promptly notify the Borrower
and the Banks of any such redenomination, and in such notice, the Agent will
state the aggregate Dollar Equivalent amount of the redenominated Long Term
Revolving Credit Loans initially denominated in an Optional Currency or Letters
of Credit initially issued in an Optional Currency as of the Computation Date
with respect thereto and such Bank’s Pro Rata share thereof.


2.8d Requests for Additional Optional Currencies. The Borrower may deliver to
the Agent a written request that Long Term Revolving Credit Loans hereunder
also be permitted to be made in any other lawful currency (other than Dollars),
in addition to the currencies specified in the definition of “Optional
Currency” herein provided that such currency must be a freely convertible
foreign currency listed on currency codes in effect from time to time under ISO
International Standard 4217 or any successor thereto. The Agent will promptly
notify the Banks of any such request promptly after the Agent receives such
request. Each Bank may grant or accept such request in its sole discretion.
The Agent will promptly notify the Borrower of the acceptance or rejection by
each of the Bank of the Borrower’s request. The requested currency shall be
approved as an Optional Currency hereunder only if all of the Banks approve of
the Borrower’s request.


2.8e Long Term Revolving Credit Loan Optional Currency Sub-Limit. In no event
shall the sum of the Dollar Equivalent of all then outstanding Long Term
Revolving Credit Loans funded in Optional Currencies exceed the lesser of (i)
$100,000,000 or (ii) the Long Term Revolving Credit Commitment.


2.8f European Monetary Union.


      (i) If, as a result of the implementation of the European monetary union,
(A) any Optional Currency ceases to be lawful currency of the nation issuing
the same and is replaced by a European common currency (the “Euro”) or (B) any
Optional Currency and the Euro are at the same time recognized by any
governmental authority of the nation issuing such currency as


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lawful currency of such nation and the Required Banks shall so request in
a notice delivered to the Borrower, then any amount payable hereunder by any
party hereto in such Optional Currency shall instead be payable in the Euro and
the amount so payable shall be determined by translating the amount payable in
such Optional Currency to the Euro at the exchange rate recognized by the
European Central Bank for the purpose of implementing the European monetary
union. Prior to the occurrence of the event or events described in clause (A)
or (B) of the preceding sentence, each amount payable hereunder in any Optional
Currency will, except as otherwise provided herein, continue to be payable only
in that Optional Currency.


      (ii) The Borrower agrees, at the request of any Bank, to compensate such
Bank for any loss, cost, expense or reduction in return that such Bank shall
reasonably determine shall be incurred or sustained by such Bank as a result of
the implementation of the European monetary union and that would not have been
incurred or sustained but for the transactions provided for herein. A
certificate of the Bank setting forth the Bank’s determination of the amount or
amounts necessary to compensate such Bank shall be delivered to the Borrower,
and shall be conclusive absent manifest error so long as such determination is
made on a reasonable basis. The Borrower shall pay such Bank the amount shown
as due on any such certificate within ten (10) days after receipt thereof.


      (iii) No Bank shall require payment by the Borrower of amounts due under
this Subsection 2.8f unless it as a matter of ordinary business practice
imposes such similar charges on its other customers in comparable transactions.


2.9 Capital Adequacy. If (i) any adoption of or any change in or in the
interpretation of any law, rule or regulation, or (ii) compliance with any
guideline, request or directive of any United States Governmental Person or
United States quasi-governmental authority exercising control over banks or
financial institutions generally, including but not limited to regulations set
forth at 12 C.F.R. Part 208 (Appendix A) and 12 C.F.R. Part 225 (Appendix A),
or any court requires that the Commitments of any Bank hereunder (including,
without limitation, commitments and obligations in respect of revolving loans)
or the obligation to issue, maintain or participate in any Letter of Credit be
treated as an asset or otherwise be included for purposes of calculating the
appropriate amount of capital to be maintained by such Bank or any corporation
controlling such Bank (a “Change in Law”), the result of which is to reduce the
rate of return on such Bank’s capital as a consequence of such commitments to a
level below that which such Bank could have achieved but for such Change in
Law, taking into consideration such Bank’s policies with respect to capital
adequacy, by an amount which such Bank deems to be material, such Bank shall
deliver to the Borrower a statement of the amount necessary to compensate such
Bank for the reduction in the rate of return on its capital attributable to
such commitments (the “Capital Compensation Amount”). Such Bank shall
determine the Capital Compensation Amount in good faith, using reasonable
attribution and averaging methods. Such Bank shall from time to time notify
the Borrower of the amount so determined. Such amount shall be due and payable
by the Borrower to such Bank ten (10) Business Days after such notice is given.


2.10 Swingline Loans.


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2.10a Swingline Option. Subject to the provisions of this Section 2.10, the
Agent agrees that the Borrower may request Swingline Loans, in an aggregate
amount at any one time outstanding not to exceed the lesser of (i) $20,000,000
or (ii) an amount which, when added to the aggregate principal amount of (A)
all other Loans then outstanding, and (B) the Letters of Credit Outstanding
does not exceed $200,000,000.00, provided, however, anything to the contrary
notwithstanding, the right of the Borrower to request Swingline Loans shall
terminate: (i) upon the occurrence of an Event of Default under Section 7.1,
and during the continuance of such Event of Default; (ii) upon receipt by the
Borrower of notice from the Agent of the occurrence of an Event of Default
under Section 7.2 and during the continuance of such Event of Default; (iii) in
the event that Borrower has not given notice to the Banks of an Event of
Default in accordance with the provisions of Section 9.5, effective upon the
first day on which such Event of Default occurred; or (iv) upon the
acceleration of the Bank Indebtedness for any reason hereunder.


2.10b Reduction of Available Short Term Revolving Commitments. While each such
Swingline Loan is outstanding hereunder, the outstanding principal amount
thereof shall correspondingly reduce availability under the Short Term
Revolving Credit Commitment and shall reduce, as to each Bank availability
under the Bank’s Short Term Revolving Credit Commitment by an amount equal to
such Bank’s Pro Rata share of the aggregate outstanding principal balance of
Swingline Loans issued by the Agent.


2.10c Limitations on and Evidence of Swingline Loans. Each Swingline Loan or
repayment of a Swingline Loan must be in the minimum principal amount of
$1,000,000 or, if in excess of $1,000,000 in integral multiples of $100,000.
The obligation of the Borrower to repay, on or prior to the Maturity Date, the
aggregate unpaid principal amount of such Swingline Loans advanced by the Agent
shall be evidenced by the Swingline Note substantially in the form of Exhibit
“E” hereto. The principal amount actually due and owing the Agent shall be the
aggregate unpaid principal amount of all disbursements of Swingline Loans made
by the Agent, all as shown on such Swingline Loan Account established and
maintained by the Agent pursuant to Sections 2.10g and 2.15.


2.10d Swingline Procedure. The Borrower may from time to time from the
Restatement Closing Date to the Business Day prior to the Maturity Date,
subject to the provisions of Section 2.10c, request a Swingline Loan. Such
request shall be made not later than Noon (Pittsburgh Time) on the date of the
proposed Swingline Loan. Such request may be made to the Agent orally or in
writing and, if orally, confirmed in writing. The Agent shall make the
Swingline Loan available to the Borrower not later than 3:00 P.M. Pittsburgh
Time on the same Business Day such Swingline Loan is requested.


2.10e Swingline Loan Interest. Subject to Section 2.6d hereof, interest on the
Swingline Loans shall accrue at the rate of interest offered by the Agent in
its sole and absolute discretion for such interest periods as offered by the
Agent in its sole and absolute discretion.


2.10f Risk Participation. Upon the disbursement of each Swingline Loan and
without any further action by or on behalf of such Bank, each Bank hereby
agrees to purchase, upon the occurrence of an Event of Default, an undivided
full risk non-recourse participation in such

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Swingline Loan, in an amount equal to (i) such Bank’s Short Term Revolving
Credit Commitment Percentage as set forth on such Bank’s signature page
attached hereto (ii) multiplied by the outstanding principal amount of such
Swingline Loan on the date of the Event of Default; provided, however, no Bank
shall participate in any Swingline Loan which Swingline Loan is made after a
notice of an Event of Default has been given. If and to the extent the Agent
receives payment of principal or interest on a participated Swingline Loan, the
Agent shall deliver to each Bank such Bank’s pro rata share of such payment.


2.10g Swingline Loan Account. The Agent shall maintain on its books as a
sub-account of the Loan Account, a Swingline Loan Account in the name of the
Borrower with respect to any Swingline Loans made, repayments and prepayments
of the principal thereof, and the computation and payment of interest thereon.
Upon the request of the Borrower to the Agent, the Agent shall promptly furnish
to the Borrower a statement of the Swingline Loan Account. The failure to
record any such amount shall not limit or otherwise affect the obligations of
the Borrower hereunder or under the Swingline Notes to repay all amounts owed
hereunder and thereunder together with all interest accrued thereon and all
other fees and charges provided herein and therein. Except in the case of
manifest error, the Swingline Loan Account shall be conclusive evidence as to
the amount at any time due to the Agent from the Borrower under the Swingline
Notes.


2.11 Letter of Credit Sub-facility.


2.11a Issuance of Letters of Credit. The Borrower may request the issuance of a
letter of credit (each a “Letter of Credit”) by delivering to the Agent a
completed application and agreement for letters of credit in such form as the
Agent may specify from time to time by no later than 10:00 A.M., Pittsburgh,
Pennsylvania time, at least five (5) Business Days, or such shorter period as
may be agreed to by the Agent, in advance of the proposed date of issuance.
Each Letter of Credit shall be a Standby Letter of Credit and may be
denominated in either Dollars or an Optional Currency. Subject to the terms
and conditions hereof and in reliance on the agreements of the other Banks set
forth in this Section 2.11, the Agent will issue a Letter of Credit provided
that each Letter of Credit shall (A) have a maximum maturity of twenty-four
(24) months from the date of issuance, and (B) in no event expire later than
ten (10) Business Days prior to the Termination Date and providing that in no
event shall the Dollar and Dollar Equivalent amount of Letters of Credit
Outstanding exceed, at any one time, the lesser of (i) $25,000,000 or (ii) the
Long Term Revolving Credit Commitment minus the sum of the Dollar and Dollar
Equivalent amounts of all Long Term Revolving Credit Loans then outstanding and
the Dollar and Dollar Equivalent amounts of Letters of Credit Outstanding.


2.11b Letter of Credit Fees. The Borrower shall pay in Dollars to the Agent for
the ratable account of the Banks a fee (the “Letter of Credit Fee”) equal to
the Applicable Long Term Margin (computed on the basis of a year of 360 days
and actual days elapsed), which fees shall be computed on the daily average
Dollar and Dollar Equivalent amounts of the Letters of Credit Outstanding and
shall be payable quarterly in arrears commencing with the last Business Day of
each March, June, September and December following issuance of each Letter of
Credit. The Borrower shall also pay to the Agent in Dollars for the Agent’s
sole account (i) 1/8 percent (.125%) of the amount of any Letters of Credit
Outstanding (the “Fronting Fee”) quarterly in


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arrears, and (ii) as incurred the Agent’s then current customary fees and
administrative expenses payable with respect to the Letters of Credit as the
Agent may generally charge or incur from time to time in connection with the
issuance, maintenance, modification (if any), assignment or transfer (if any),
negotiation, and administration of Letters of Credit.


2.11c Letter of Credit Fees Upon Default.


      (i) (A) Upon the occurrence of an Event of Default under Section 7.1, and
during the continuance of such Event of Default, or (B) upon the acceleration
of the Bank Indebtedness for any reason hereunder, the Letter of Credit Fee
shall be 2% per annum (200 basis points) in excess of the applicable Letter of
Credit Fee then in effect (the “Default Letter of Credit Fee”).


      (ii) Upon receipt by the Borrower of notice from the Agent of the
occurrence of an Event of Default under Section 7.2 and during the continuance
of such Event of Default, the Default Letter of Credit Fee shall be in effect.


      (iii) The provisions of the immediately preceding items (i) and (ii) to
the contrary notwithstanding, if (A) the Borrower has not given notice to the
Banks of an Event of Default in accordance with the provisions of Section 9.5
and (B) the Banks, after becoming aware of such Event of Default and based on
such Event of Default, wish to impose the Default Letter of Credit Fee in
accordance with either of the preceding items (i) and (ii), such Default Letter
of Credit Fee shall be effective as of the first day on which such Default
Letter of Credit Fee would have been in effect had the Borrower given such
notice in accordance with the provisions of Section 9.5.


2.11d Disbursements, Reimbursement.


      (A) Immediately upon the issuance of each Letter of Credit, each Bank
shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Agent a participation in such Letter of Credit and each
drawing thereunder in an amount equal to such Bank’s Pro Rata share of the
maximum amount available to be drawn under such Letter of Credit and the amount
of such drawing, respectively.


      (B) In the event of any request for a drawing under a Letter of Credit by
the beneficiary or transferee thereof, the Agent will promptly notify the
Borrower of the amount of such drawing and the date such payment shall be made.
The Borrower shall reimburse (such obligation to reimburse the Agent shall
sometimes be referred to as a “Reimbursement Obligation”) the Agent in Dollars
for any amount paid by the Agent under any Letter of Credit (each such date of
a payment by the Agent under a Letter of Credit, a “Drawing Date”) in an amount
equal to the Dollar Equivalent amount so paid by the Agent. Such Reimbursement
Obligation shall be paid prior to 12:00 Noon, Pittsburgh, Pennsylvania time, on
the Drawing Date. In the event the Borrower fails to reimburse the Agent for
the full Dollar Equivalent amount of any drawing under any Letter of Credit by
12:00 Noon, Pittsburgh, Pennsylvania time, on the Drawing Date, the Agent will
promptly notify each Bank thereof, and the Borrower shall be deemed to have
requested that Long Term Revolving Credit Loans be made by the Banks in


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Dollars under the Base Rate Option to be disbursed on the Drawing Date under
such Letter of Credit, subject to the amount of the unutilized portion of the
Long Term Revolving Credit Commitment and subject to the conditions set forth
in Section 6.1 other than any notice requirements. Any notice given by the
Agent pursuant to this Section 2.11d(B) may be oral if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.


      (C) Each Bank shall upon any notice pursuant to Section 2.11d(B) make
available to the Agent an amount in Dollars in immediately available funds
equal to its Pro Rata share of the Dollar Equivalent amount of the drawing,
whereupon the participating Banks shall (subject to Section 2.11d(D)) each be
deemed to have made a Long Term Revolving Credit Loan in Dollars under the Base
Rate Option to the Borrower in that amount. If any Bank so notified fails to
make available in Dollars to the Agent for the account of the Agent the amount
of such Bank’s Pro Rata share of such Dollar Equivalent amount by no later than
2:00 p.m., Pittsburgh, Pennsylvania time on the Drawing Date, then interest
shall accrue on such Bank’s obligation to make such payment, from the Drawing
Date to the date on which such Bank makes such payment (i) at a rate per annum
equal to the Federal Funds Effective Rate during the first three days following
the Drawing Date and (ii) at a rate per annum equal to the rate applicable to
Long Term Revolving Credit Loans under the Base Rate Option on and after the
fourth day following the Drawing Date. The Agent will promptly give notice of
the occurrence of the Drawing Date to each Bank, but failure of the Agent to
give any such notice on the Drawing Date or in sufficient time to enable any
Bank to effect such payment on such date shall not relieve such Bank from its
obligation under this Section 2.11d(C).


      (D) With respect to any unreimbursed drawing that is not converted into
Long Term Revolving Credit Loans under the Base Rate Option to the Borrower in
whole or in part as contemplated by Section 2.11d(B), because of the Borrower’s
failure to satisfy the conditions set forth in Section 6.1 other than any
notice requirements or for any other reason, the Borrower shall be deemed to
have incurred from the Agent a Letter of Credit Borrowing in Dollars or the
Dollar Equivalent amount of such drawing. Such Letter of Credit Borrowing
shall be due and payable on demand (together with interest) and shall bear
interest at the rate per annum applicable to the Long Term Revolving Credit
Loans under the Base Rate Option as adjusted to reflect the default rate
provisions set forth in Subsection 2.6b. Each Bank’s payment to the Agent
pursuant to Section 2.11d(C) shall be deemed to be a payment in respect of its
participation in such Letter of Credit Borrowing and shall constitute a
Participation Advance from such Bank in satisfaction of its participation
obligation under this Section 2.11d. The provisions of this Subsection (D) are
solely for the benefit of the Agent, as issuer of the Letters of Credit, and
shall not be deemed to excuse, waive or consent to an Event of Default under
Section 7.2a arising from an unreimbursed drawing giving rise to a
Participation Advance.


2.11e Repayment of Participation Advances.


      (A) Upon (and only upon) receipt by the Agent for its account of
immediately available funds from the Borrower (i) in reimbursement of any
payment made by the Agent under the Letter of Credit with respect to which any
Bank has made a Participation Advance to the Agent, or (ii) in payment of
interest on such a payment made by the Agent under such a Letter of


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Credit, the Agent will pay to each Bank, in the same funds as those received by
the Agent, the amount of such Bank’s Pro Rata share of such funds, except the
Agent shall retain the amount of the Pro Rata share of such funds of any Bank
that did not make a Participation Advance in respect of such payment by Agent.


      (B) If the Agent is required at any time to return to the Borrower, or to
a trustee, receiver, liquidator, custodian, or any official in any proceeding
described in Section 7.1a, any portion of the payments made by the Borrower to
the Agent pursuant to Section 2.11d(B) in reimbursement of a payment made under
the Letter of Credit or interest or fee thereon, each Bank shall, on demand of
the Agent, forthwith return to the Agent the amount of its Pro Rata share of
any amounts so returned by the Agent plus interest thereon from the date such
demand is made to the date such amounts are returned by such Bank to the Agent,
at a rate per annum equal to the Federal Funds Effective Rate in effect from
time to time.


2.11f Documentation. The Borrower agrees to be bound by the terms of the
Agent’s application and agreement for letters of credit and the Agent’s written
regulations and customary practices relating to letters of credit, though such
interpretation may be different from the Borrower’s own. In the event of a
conflict between such application or agreement and this Agreement, this
Agreement shall govern. It is understood and agreed that, except in the case
of negligence or willful misconduct, the Agent shall not be liable for any
error and/or mistakes, whether of omission or commission, in following the
Borrower’s instructions or those contained in the Letters of Credit or any
modifications, amendments or supplements thereto.


2.11g Determinations to Honor Drawing Requests. In determining whether to
honor any request for drawing under any Letter of Credit by the beneficiary
thereof, the Agent shall be responsible only to determine that the documents
and certificates required to be delivered under such Letter of Credit have been
delivered and that they comply on their face with the requirements of such
Letter of Credit.


2.11h Nature of Participation and Reimbursement Obligations. Each Bank’s
obligation in accordance with this Agreement to make the Long Term Revolving
Credit Loans or Participation Advances, as contemplated by Section 2.11d, as a
result of a drawing under a Letter of Credit, and the obligation of the
Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Section 2.11 under all circumstances,
including the following circumstances:



		
	 	      (i) any set-off, counterclaim, recoupment, defense or other right
which such Bank may have against the Agent, the Borrower or any other
Person for any reason whatsoever;
	 
	 	      (ii) the failure of the Borrower or any other Person to comply, in
connection with a Letter of Credit Borrowing, with the conditions set
forth in Sections 2.1, 2.3, 2.6, 2.8, 2.9 or 6.1 or as otherwise set
forth in this Agreement for the making of a Long Term Revolving Credit
Loan, it being acknowledged that such conditions are not required for the
making of a Letter of Credit Borrowing and the obligation of the Banks to
make



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	 	Participation Advances under Section 2.11d; provided, however the
aggregate amount thereof shall in no event exceed the unutilized Long
Term Revolving Credit Commitment;
	 
	 	      (iii) any lack of validity or enforceability of any Letter of
Credit;
	 
	 	      (iv) the existence of any claim, set-off, defense or other right
which the Borrower or any Bank may have at any time against a beneficiary
or any transferee of any Letter of Credit (or any Persons for whom any
such transferee may be acting), the Agent or any Bank or any other Person
or, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any
underlying transaction between the Borrower and the beneficiary for which
any Letter of Credit was procured);
	 
	 	      (v) any draft, demand, certificate or other document presented under
any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or
inaccurate in any respect even if the Agent has been notified thereof;
	 
	 	      (vi) payment by the Agent under any Letter of Credit against
presentation of a demand, draft or certificate or other document which
does not comply with the terms of such Letter of Credit;
	 
	 	      (vii) any adverse change in the business, operations, properties,
assets, condition (financial or otherwise) or prospects of the Borrower;
	 
	 	      (viii) any breach of this Agreement or any other Loan Document by
any party thereto;
	 
	 	      (ix) the occurrence or continuance of any proceeding described in
Section 7.1a with respect to the Borrower;
	 
	 	      (x) the fact that an Event of Default shall have occurred and be
continuing;
	 
	 	      (xi) the fact that the Termination Date shall have passed or this
Agreement or the Commitments hereunder shall have been terminated; and
	 
	 	      (xii) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing.



2.11i Indemnity. In addition to amounts payable as provided in Section 8.6,
the Borrower hereby agrees to protect, indemnify, pay and save harmless the
Agent from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which the
Agent may incur or be subject to as a consequence, direct or indirect, of (i)
the issuance of any Letter of Credit, other than as a result of (A) negligence
or willful misconduct of

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the Agent as determined by a final judgment of a court of competent
jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor
by the Agent of a proper demand for payment made under any Letter of Credit, or
(ii) the failure of the Agent to honor a drawing under any such Letter of
Credit as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto United States Governmental Person (all
such acts or omissions herein called “Governmental Acts”).


2.11j Liability for Acts and Omissions. As between the Borrower and the Agent,
the Borrower assumes all risks of the acts and omission of, or misuse of the
Letters of Credit by, the respective beneficiaries of such Letters of Credit.
In furtherance and not in limitation of the foregoing, the Agent shall not be
responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any party in connection with the
application for an issuance of any such Letter of Credit, even if it should in
fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter
of Credit or the rights or benefits thereunder or proceeds thereof, in whole or
in part, which may prove to be invalid or ineffective for any reason; (iii) the
failure of the beneficiary of any such Letter of Credit, or any other party to
which such Letter of Credit may be transferred, to comply fully with any
conditions required in order to draw upon such Letter of Credit or any other
claim of the Borrower against any beneficiary of such Letter of Credit, or any
such transferee, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any such transferee; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in
cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay
in the transmission or otherwise of any document required in order to make a
drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of the Agent, including any Governmental Acts,
and none of the above shall affect or impair, or prevent the vesting of, any of
the Agent’s rights or powers hereunder. Nothing in the preceding sentence
shall relieve the Agent from liability for the Agent’s negligence or willful
misconduct in connection with actions or omissions described in such clauses
(i) through (viii) of such sentence.


2.12 Method of Disbursements and Payments. All Disbursements under the Loans
shall be made by the Agent (i) making a wire transfer of such funds to the
account designated in the Borrower’s Request for Disbursement in Dollars or the
Optional Currency, as applicable or (ii) transferring such funds into such
accounts maintained with the Agent designated in the Borrower’s Request for
Disbursement. All payments of principal, interest or other costs relating to
the Loans, the Agent’s Fee, the Bid Rate Administration Fee, the Letter of
Credit Fee, the Fronting Fee, the Optional Currency Fee and the Facility Fee
shall be made by the Borrower to the Agent at the Agent’s principal office or
at such location as the Agent may direct by 12:00 Noon (Pittsburgh,
Pennsylvania time) on the due date. All funds shall be immediately available
funds when either transferred via wire transfer into the account designated by
the Borrower or delivered by the Borrower to the Agent. Except as otherwise
provided herein, interest on the principal amount of each Loan made in an
Optional Currency shall be paid by the Borrower in such Optional Currency.

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2.13 Interest Payment Dates. Interest due on all outstanding Long Term
Revolving Credit Loans, Short Term Revolving Credit Loans and Bid Rate Loans
hereunder shall be payable in arrears: (i) with respect to each Base Rate
Segment, (A) on the last Business Day of each March, June, September and
December, (B) at maturity whether by acceleration or otherwise and (C) after
maturity, on demand until paid in full; (ii) with respect to each Euro-Rate
Segment, (A) on the last day of each Euro-Rate Interest Period (provided,
however, if the Interest Period chosen for any Euro-Rate Segment exceeds three
(3) months, interest on that Euro-Rate Segment shall be due and payable every
three (3) months during such Interest Period and on the last day of such
Interest Period), (B) at maturity, whether by acceleration or otherwise, (C) on
the Termination Date or the Payment Date, as applicable, including amounts, if
any, due pursuant to Section 2.7e hereof and (D) after maturity, on demand
until paid in full; and (iii) with respect to each Bid Rate Loan, (A) on the
last day of the Bid Rate Interest Period (provided, however, if the Interest
Period chosen for any Bid Rate Loan exceeds ninety (90) days, interest on that
Bid Rate Loan shall be due and payable every ninety (90) days during such
Interest Period), (B) at maturity, whether by acceleration or otherwise and (C)
after maturity, on demand until paid in full.


2.14 Calculation of Interest and Facility Fee . The interest rate calculated
pursuant to the Base Rate Option shall be calculated on the basis of the actual
number of days elapsed using (i) a year of 365-366 days if the Base Rate is
calculated utilizing the Prime Rate or (ii) a year of 360 days if the Base Rate
is calculated utilizing the Federal Funds Effective Rate, as the case may be.
The interest rate calculated pursuant to the Euro-Rate Option and Bid Rate
Option and the Facility Fee shall be calculated on the basis of the actual
number of days elapsed using a year of 360 days; provided that, for Loans made
in an Optional Currency for which a 365-day basis is the only market practice
available to the Agent, such rate shall be calculated on the basis of a year of
365 or 366 days, as the case may be, for the actual days elapsed


2.15 Loan Account. The Agent shall open and maintain on its books a Loan
Account in the name of the Borrower, with respect to Disbursements made,
repayments, the computation and payment of interest, the Facility Fee, the
Agent’s Fee, the Bid Rate Administration Fee, the Letter of Credit Fee, the
Fronting Fee, the Optional Currency Fee and the computation of other amounts
due and sums paid to the Banks and the Agent pursuant to this Article II.
Except in the case of manifest error in computation, such Loan Account shall be
conclusive and binding on the Borrower as to the amount at any time due to the
Banks and the Agent from the Borrower pursuant to this Article II.


2.16 Fees.


2.16a Agent’s Fee. The Borrower shall pay to the Agent the Agent’s Fee in
accordance with the term’s of the Agent’s Letter. Any accrued and unpaid
Agent’s Fees under the Original Credit Agreement existing on the Restatement
Closing Date shall be due and payable on the Restatement Closing Date.


2.16b Facility Fee. The Borrower shall pay to the Agent, for the benefit of
the Banks, (i) on September 30, 2000, and quarterly in arrears thereafter on
the last day of each March, June,

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September and December prior to the Termination Date, and on the Termination
Date, the Facility Fee at the Long Term Facility Fee Rate on the entire amount
of the Long Term Revolving Credit Commitment and (ii) on September 30, 2000,
and on the last day of each March, June, September and December prior to the
Maturity Date and on the Maturity Date, the Facility Fee at the Short Term
Facility Fee Rate on the entire amount of the Short Term Revolving Credit
Commitment. The first payment hereunder shall be only for the actual number of
days elapsed between the Restatement Closing Date and September 30, 2000. Any
accrued and unpaid Facility Fees under the Original Credit Agreement existing
on the Restatement Closing Date shall be due and payable on the Restatement
Closing Date.


2.16c Bid Rate Administration Fee. The Borrower shall pay to the Agent
simultaneously with each Bid Rate Loan Request made pursuant to item (i) of
Section 2.5d, a Bid Rate Administration Fee. Each Bid Rate Administration Fee
shall be for the Agent’s own account. Any accrued and unpaid Bid Rate
Administration Fees under the Original Credit Agreement existing on the
Restatement Closing Date shall be due and payable on the Restatement Closing
Date.


2.16d Letter of Credit Fee and Fronting Fee. The Borrower shall pay to the
Agent, from time to time, for the benefit of the Banks, the Letter of Credit
Fee as set forth in Section 2.11b. The Borrower shall pay to the Agent, from
time to time, for its sole account, the Fronting Fee as set forth in Section
2.11b. Any accrued and unpaid Letter of Credit Fees and Fronting Fees under
the Original Credit Agreement existing on the Restatement Closing Date shall be
due and payable on the Restatement Closing Date.


2.16e Optional Currency Fee. The Borrower shall pay to the Agent in Dollars
for its sole account the customary fees of the Agent then in effect and its
administrative expenses payable with respect to Long Term Revolving Credit
Loans denominated in an Optional Currency or Letters of Credit issued in an
Optional Currency as the Agent may generally charge or incur in connection with
the funding, maintenance, modification (if any), assignment or transfer (if
any), negotiation, and administration of Long Term Revolving Credit Loans
denominated in an Optional Currency or Letters of Credit issued in an Optional
Currency (the “Optional Currency Fee"). Any accrued and unpaid Optional
Currency Fees under the Original Credit Agreement existing on the Restatement
Closing Date shall be due and payable on the Restatement Closing Date.


2.17 Currency Repayments. Notwithstanding anything contained herein to the
contrary, the entire amount of principal of and interest on any Loan made in an
Optional Currency shall be repaid in the same Optional Currency in which such
Loan was made, provided, however, that if it is impossible or illegal for the
Borrower to effect payment of a Loan in the Optional Currency in which such
Loan was made, or if the Borrower defaults in its obligations to do so, the
Required Banks may at their option permit such payment to be made (i) at and to
a different location, subsidiary, affiliate or correspondent of the Agent, or
(ii) in the Equivalent Amount of Dollars or (iii) in an Equivalent Amount of
such other currency (freely convertible into Dollars) as the Required Banks may
solely at their option designate. Upon any events described in (i) through
(iii) of the preceding sentence, the Borrower shall make such payment and the
Borrower agrees to hold each Bank harmless from and against any loss incurred
by any

-44-








Bank arising from the cost to such Bank of any premium, any costs of exchange,
the cost of hedging and covering the Optional Currency in which such Loan was
originally made, and from any change in the value of Dollars, or such other
currency, in relation to the Optional Currency that was due and owing. Such
loss shall be calculated for the period commencing with the first day of the
Interest Period for such Loan and continuing through the date of payment
thereof. Without prejudice to the survival of any other agreement of the
Borrower hereunder, the Borrower’s obligations under this Section 2.17 shall
survive termination of this Agreement.


2.18 Optional Currency Amounts. Notwithstanding anything contained herein to
the contrary, the Agent may, with respect to notices by the Borrower for Loans
in an Optional Currency or voluntary prepayments of less than the full amount
of an Optional Currency Disbursement, engage in reasonable rounding of the
Optional Currency amounts requested to be loaned or repaid; and, in such event,
the Agent shall promptly notify the Borrower and the Banks of such rounded
amounts and the Borrower’s request or notice shall thereby be deemed to reflect
such rounded amounts.


2.19 Currency Fluctuations. If on any Computation Date (a) the sum of the
Dollar Equivalent amount of the Long Term Revolving Credit Loans denominated in
an Optional Currency is greater than $100,000,000, (b) the sum of the Dollar
Equivalent amount of the Letters of Credit Outstanding issued in an Optional
Currency is greater than $25,000,000 or (c) the sum of the Dollar Equivalent of
all Long Term Revolving Credit Loans and all Letters of Credit Outstanding is
greater than the Long Term Revolving Credit Commitment, as a result of a change
in exchange rates between one (1) or more Optional Currencies and Dollars, then
the Agent shall notify the Borrower of the same. Within one (1) Business Day
after receiving such notice, the Borrower shall pay or prepay (subject to the
Borrower’s indemnity obligations under this Agreement) Long Term Revolving
Credit Loans denominated in an Optional Currency and Letters of Credit issued
in an Optional Currency in amounts such that (x) the sum of the Dollar
Equivalent amount of the Long Term Revolving Credit Loans denominated in an
Optional Currency shall not exceed $100,000,000, (y) the sum of the Dollar
Equivalent amount of the Letters of Credit Outstanding issued in an Optional
Currency shall not exceed $25,000,000 and (z) the sum of the Dollar Equivalent
of all Long Term Revolving Credit Loans and all Letters of Credit Outstanding
does not exceed the Long Term Revolving Credit Commitment, all after giving
effect to such payments or prepayments


2.20 Interbank Market Presumption. For all purposes of this Agreement and each
Note with respect to any aspects of the Euro-Rate, any Loan under the Euro-Rate
Option or any Optional Currency Loan, each Bank and the Agent shall be presumed
to have obtained rates, funding, currencies, deposits, and the like in the
applicable interbank market regardless whether it did so or not; and, each
Bank’s and the Agent’s determination of amounts payable under, and actions
required or authorized by this Agreement shall be calculated, at each Bank’s
and the Agent’s option, as though each Bank and the Agent funded each Segment
of Loans under the Euro-Rate Option through the purchase of deposits of the
types and maturities corresponding to the deposits used as a reference in
accordance with the terms hereof in determining the Euro-Rate applicable to
such Loans, whether in fact that is the case.


2.21 Taxes.

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2.21a No Deductions. All payments made by the Borrower hereunder and under
each Note shall be made free and clear of and without deduction for any present
or future taxes, levies, imposts, deductions, charges, or withholdings, and all
liabilities with respect thereto, excluding taxes imposed on the net income of
any Bank and all income and franchise taxes applicable to any Bank organized
and existing under the United States or any state thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings, and
liabilities 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, (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 2.20a) each Bank
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 timely pay the full amount deducted to the relevant tax
authority or other authority in accordance with applicable law.


2.21b Stamp Taxes. In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes,
charges, or similar levies which arise from any payment made hereunder or from
the execution, delivery, or registration of, or otherwise with respect to, this
Agreement or any Note (hereinafter referred to as “Other Taxes”).


2.21c Indemnification for Taxes Paid by a Bank. The Borrower shall indemnify
each Bank for the full amount of Taxes or Other Taxes (including without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.20c) paid by any Bank and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be made within thirty (30) days from the date a Bank
makes written demand therefor.


2.21d Certificate. Within 30 days after the date of any payment of any Taxes
by the Borrower, the Borrower shall furnish to each Bank, at its address
referred to herein, the original or a certified copy of a receipt evidencing
payment thereof. If no Taxes are payable in respect of any payment by the
Borrower, the Borrower shall, if so requested by a Bank, provide a certificate
of an officer of the Borrower to that effect.


2.21e Survival. Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section 2.20 shall survive the payment in full of principal
and interest hereunder and under any instrument delivered hereunder.


2.22 Judgment Currency.


2.22a Currency Conversion Procedures for Judgments. If for the purposes of
obtaining judgment in any court it is necessary to convert a sum due hereunder
or under a Note in any currency (the “Original Currency”) into another currency
(the “Other Currency”), the parties hereby agree, to the fullest extent
permitted by Law, that the rate of exchange used shall be that at which in
accordance with normal banking procedures each Bank could purchase the

-46-








Original Currency with the Other Currency after any premium and costs of
exchange on the Business Day preceding that on which final judgment is given.


2.22b Indemnity in Certain Events. The obligation of the Borrower in respect
of any sum due from the Borrower to any Bank hereunder shall, notwithstanding
any judgment in an Other Currency, whether pursuant to a judgment or otherwise,
be discharged only to the extent that, on the Business Day following receipt by
any Bank of any sum adjudged to be so due in such Other Currency, such Bank may
in accordance with normal banking procedures purchase the Original Currency
with such Other Currency. If the amount of the Original Currency so purchased
is less than the sum originally due to such Bank in the Original Currency, the
Borrower agrees, as a separate obligation and notwithstanding any such judgment
or payment, to indemnify such Bank against such loss.


ARTICLE III. REPRESENTATIONS AND WARRANTIES.


      To induce the Agent and the Banks to enter into this Agreement and to make
the Loans, and to issue, renew or extend the Letters of Credit, herein provided
for, the Borrower represents and warrants to the Agent and the Banks that:


3.1 Corporate Existence.


3.1a The Borrower’s Corporate Existence. The Borrower is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and it is duly qualified and in good standing as a foreign
corporation, authorized to do business in each jurisdiction where, because of
the nature of its activities or properties, such qualification is required.


3.1b Subsidiaries’ Corporate Existence. Each Subsidiary, is a corporation,
partnership, limited liability company or business trust duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, is qualified or licensed as a foreign corporation partnership,
limited liability company or business trust authorized to do business in all
jurisdictions in which the character of the properties owned or the nature of
the activities conducted makes such qualification or licensing necessary, and
has all requisite power and authority to own and operate its properties and to
carry on its business as now conducted. All of the issued and outstanding
shares of Capital Stock of each Subsidiary are validly issued and outstanding
and fully paid and nonassessable.


3.2 Corporate Authority. The Borrower is duly authorized to execute and
deliver this Agreement and the Notes; all necessary corporate action to
authorize the execution and delivery of this Agreement and the Notes has been
properly taken; and it is and will continue to be duly authorized to borrow
hereunder and to execute and deliver the Notes and to perform all of the other
terms and provisions of this Agreement.


3.3 Validity of this Agreement and the Notes. The execution and delivery of
this Agreement does not, and the borrowings under this Agreement, the execution
and delivery of the Notes with respect thereto, and the performance by the
Borrower of its obligations under this

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Agreement and the Notes will not contravene any provision of law, of the
Borrower’s Restated Certificate of Incorporation or Bylaws, or the provisions
of any agreement to which the Borrower is a party or by which the Borrower is
bound; this Agreement constitutes the legal, valid and binding obligation of
the Borrower enforceable in accordance with its terms; and the Notes, when duly
executed on behalf of the Borrower and delivered in accordance with this
Agreement will constitute the legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms.


3.4 Financial Statements. Copies of the Borrower’s consolidated audited
financial statements as at December 31, 1999, certified by independent
certified public accountants and prepared in conformity with GAAP applied on a
basis consistent with that of the preceding fiscal year and period, and its
unaudited consolidated financial statement as at March 31, 2000, have been
furnished to each of the Banks, and each statement presents fairly (a) the
consolidated financial condition of the Borrower and its Subsidiaries as at
such dates and the results of their operations for the period then ended and
(b) transactions in its Consolidated stockholders’ equity accounts, including
changes in net unrealized appreciation for the period then ended. There are no
material liabilities, direct or indirect, fixed or contingent, of the Borrower
or its Subsidiaries as of December 31, 1999 which are not reflected therein or
noted thereon. Since December 31, 1999, there has been no material adverse
change in the financial condition of the Borrower.


3.5 Litigation; Title to Properties. Except as set forth in Forms 10-K, 10-Q,
8-K or S-4 most recently filed with the SEC and the Disclosure Letter, to the
Borrower’s knowledge, after diligent inquiry, there is no litigation or
governmental proceedings pending or threatened against the Borrower or any
Subsidiary the results of which might materially affect the Borrower’s or such
Subsidiary’s financial condition or operations. The Borrower and each
Subsidiary has good title to its respective properties and assets except for
defects in title which taken as a whole are not material to the Borrower or the
Subsidiary. Other than any liability provided for or disclosed in this Section
3.5 or in the financial statements referred to in Section 3.4, neither the
Borrower nor any Subsidiary has any material contingent liabilities.


3.6 Encumbrances. None of the assets of the Borrower or any Subsidiary is
subject to any Encumbrance, except for (a) current taxes not delinquent and (b)
such mortgages, security interests and Encumbrances which are listed on
Schedule 3.6 hereto or permitted pursuant to Section 5.3 hereof.


3.7 ERISA Compliance. The Borrower and each ERISA Affiliate is in compliance
with the provisions of ERISA relating to minimum funding requirements. Neither
the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC
with respect to any Plan. To the best of the Borrower’s knowledge, all Plans
and trusts maintained by the Borrower and its ERISA Affiliates are intended to
qualify under Code Section 401(a) and Code Section 501(a) and to the best of
the Borrower’s knowledge, no event has occurred which would cause them not to
qualify. To the best of the Borrower’s knowledge, all Plans have been
maintained in compliance with the requirements of ERISA and the Code.


3.8 Tax Returns and Payments. The Borrower and its Subsidiaries have filed all
tax returns required by law to be filed and have paid all taxes, assessments
and other governmental

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charges levied upon the Borrower and its Subsidiaries or any of their
respective properties, assets, income or franchises which are due and payable
other than (a) those presently payable without penalty or interest or (b) those
which are deemed by it to be unlawful or excessive in whole or in part and
which are being contested or will be in a timely manner contested in good faith
by appropriate proceedings or (c) those which would not, in the aggregate, have
a Material Adverse Effect on the financial condition, business operations or
assets of the Borrower and its Subsidiaries; and as to which the Borrower or
the affected Subsidiary shall have set aside on its books reserves for such
claim as are determined to be adequate by application of GAAP consistently
applied. The Borrower has disclosed all disputed items on tax returns filed by
the Borrower or any of its Subsidiaries which, if settled adversely to the
Borrower or the affected Subsidiary, would have a Material Adverse Effect upon
the financial condition, business operations or assets of the Borrower and its
Subsidiaries. The Internal Revenue Service has examined and settled the
Federal income tax liability of the affiliated group of companies, including
that of the Borrower and its domestic Subsidiaries, for all taxable years up to
and including the taxable year ended December 31, 1995. The charges, accruals
and reserves on the books of the affiliated group of companies, including the
Borrower and its Subsidiaries, in respect of Federal and state income taxes for
all fiscal periods to date are adequate, and the Borrower knows of no unpaid
assessments for additional Federal or state income taxes for any such fiscal
period or any basis therefor.


3.9 Regulations T, U and X, Ineligible Securities. The Borrower’s execution
and delivery of this Agreement and the Notes do not directly or indirectly
violate or result in a violation of Regulations T, U and X of the Board of
Governors of the Federal Reserve System. The Borrower is not engaged in the
business of purchasing or selling Margin Stock or extending credit to others
for the purpose of purchasing or carrying Margin Stock and no part of the
proceeds of any borrowing hereunder will be used to purchase or carry any
Margin Stock or for any other purpose which would violate any of the
regulations of such Board of Governors.


3.10 Investment Company Act; Public Utilities Holding Company Act. The
Borrower is not an “investment company” as that term is defined in the
Investment Company Act of 1940, as amended from time to time. The Borrower is
not a “holding company”, or a “subsidiary company” of a “holding company”, or
an “affiliate” of a “holding company” within the meaning of the Public Utility
Holding Company Act of 1935, as amended.


3.11 Environmental Matters. To the Borrower’s knowledge, except as set forth
in the Forms 10-K, 10-Q, 8-K or S-4 most recently filed by the Borrower with
the SEC, the Borrower and its Subsidiaries are in material compliance with all
Environmental Laws.


3.12 No Restrictions. Neither the execution and delivery of this Agreement,
the Notes and the other Loan Documents to which it is or will become a party,
the consummation of the transactions herein contemplated nor compliance with
the terms and provisions hereof or of the Notes, will conflict with or result
in a breach of any of the terms, conditions or provisions of the certificate of
incorporation or the by-laws of the Borrower or of any law or of any
regulation, order, writ, injunction or decree of any court or governmental
agency or of any agreement, indenture or other instrument to which the Borrower
is a party or by which any of them is bound or to which it is subject, or
constitute a default thereunder or result in the creation or imposition

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of any Encumbrance of any nature whatsoever upon any of the property or assets
of the Borrower pursuant to the terms of any agreement, indenture or other
instrument.


3.13 Compliance with Applicable Laws. The Borrower and each Subsidiary, to the
best of the Borrower’s knowledge, (i) is not in default with respect to any
order, writ, injunction or decree of any court or of any Federal, state,
municipal or other Governmental Person; and (ii) is substantially complying
with all applicable statutes and regulations of each Governmental Person having
jurisdiction over its activities; except for those orders, writs, injunctions,
decrees, statutes and regulations, non-compliance with which would not
reasonably be likely to have a Material Adverse Effect.


3.14 Governmental Approval. No order, authorization, consent, license,
validation or approval of, or notice to, filing, recording, or registration
with, any Governmental Person, or exemption by any Governmental Person, is
required to authorize, or is required in connection with, (i) the execution,
delivery and performance of this Agreement or the Notes or (ii) the legality,
binding effect or enforceability of this Agreement or the Notes.


3.15 No Event of Default; Compliance with Instruments. No event has occurred
and is continuing and no condition exists or will exist after giving effect to
the borrowings to be made on the Restatement Closing Date under the Loan
Documents which constitutes an Event of Default. The Borrower is not in
violation of (i) any term of its certificate of incorporation, by-laws or other
organizational documents or (ii) any material agreement or instrument to which
it is a party or by which it or any of its properties may be subject or bound
where such violation would be reasonably likely to have a Material Adverse
Effect.


3.16 Employment Matters. The Borrower and each Subsidiary are in compliance
with all employee benefit plans, employment agreements, collective bargaining
agreements and labor contracts and all applicable federal, state and local
labor and employment laws including, but not limited to, those related to equal
employment opportunity and affirmative action, labor relations, minimum wage,
overtime, child labor, medical insurance continuation, worker adjustment and
relocation notices, immigration controls and worker and unemployment
compensation, except where the failure to comply would not be reasonably likely
to have a Material Adverse Effect. There are no outstanding grievances,
arbitration awards or appeals therefrom arising out of the several agreements
referred to above or current or, to the knowledge of the Borrower, threatened
strikes, picketing, handbilling or other work stoppages or slowdowns at
facilities of the Borrower or any Subsidiary which in any case would reasonably
be likely to have a Material Adverse Effect. All payments due from the
Borrower or any Subsidiary on account of employee health and welfare insurance
which could reasonably be expected to have a Material Adverse Effect if not
paid have been paid or accrued as a liability on the books of the Borrower or
such Subsidiary.


3.17 Patents, Trademarks, Copyrights, Licenses, Etc. The Borrower and each
other Subsidiary of the Borrower owns or possesses all the material patents,
trademarks, service marks, trade names, copyrights, licenses, registrations,
franchises, permits and rights necessary to own and operate its properties and
to carry on its business as presently conducted and planned to be conducted by
the Borrower, without known alleged or actual conflict with the rights of
others, which conflict would be reasonably likely to result in a Material
Adverse Effect.

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3.18 Year 2000 Problem. The Borrower and each Subsidiary have reviewed areas
within their respective businesses and operations which have been, or could be,
adversely affected by, and have developed or are developing a program to
address on a timely basis, the risk that certain computer applications used by
the Borrower or its Subsidiaries may be unable to recognize and perform
properly date-sensitive functions involving certain dates prior to and after
December 31, 1999 (the “Year 2000 Problem”). The Year 2000 Problem has not
resulted in, and will not be reasonably likely to result in, a Material Adverse
Effect.


3.19 Solvency. On the Restatement Closing Date, and on each date of a
Disbursement or the issuance, renewal or extension of a Letter of Credit, the
Borrower is, on a Consolidated basis, Solvent.


3.20 Material Contracts; Burdensome Restrictions. All material contracts
relating to the business operations of the Borrower and each Subsidiary are
valid, binding and enforceable upon such Person and each of the other parties
thereto in accordance with their respective terms, and there is no default
thereunder with respect to the Borrower or Subsidiary party thereto which would
be reasonably likely to have a Material Adverse Effect, and there is no default
thereunder, to the Borrower’s knowledge, with respect to parties other than the
Borrower or Subsidiary party thereto which would be reasonably likely to have a
Material Adverse Effect. No contract, lease, agreement or other instrument to
which the Borrower or any Subsidiary is a party or is bound and no provision of
any applicable Law or governmental regulation would reasonably be expected to
have a Material Adverse Effect.


3.21 Disclosure. Neither this Agreement nor any other document, certificate or
statement furnished to the Banks by or on behalf of the Borrower pursuant to
this Agreement contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained
herein and therein not misleading. There is no fact known to the Borrower
which materially and adversely affects or in the future may (so far as the
Borrower now foresees) materially and adversely affect the business,
operations, affairs, condition, prospects, properties or assets of the Borrower
or any of its Subsidiaries which has not been set forth in this Agreement or in
the other documents, certificates and statements (financial or otherwise)
furnished to the Banks by or on behalf of the Borrower prior to or on the
Restatement Closing Date.


ARTICLE IV. AFFIRMATIVE COVENANTS.


      From the Restatement Closing Date and thereafter until the termination of
the Long Term Revolving Credit Commitment and the Short Term Revolving Credit
Commitment and until the Notes and the other liabilities of the Borrower
hereunder are paid in full, the Borrower agrees that:


4.1 Use of Proceeds. Proceeds of the Loans will be used by the Borrower for
general corporate purposes, including the repurchase of the Borrower’s Capital
Stock; provided, however, the proceeds of Loans may not be used to fund in
whole or in part any acquisition of or merger with another Person, which is
contested by such Person and which has not been approved by


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such Person’s board of directors or other governing body; and provided,
further, that should all or any part of the Loans be deemed to be a “purpose
loan” which is “directly or indirectly secured” (as those terms are defined in
Regulation U of the Board of Governors of the Federal Reserve System) by Margin
Stock, no proceeds of the Loans may be used for the purchase or carrying of any
Margin Stock which would cause the Loans then outstanding to be in violation of
Regulation U of the Board of Governors of the Federal Reserve System as the
same is now in effect or may hereafter be amended.


4.2 Furnishing Information.


4.2a Quarterly Reports. The Borrower will furnish to each of the Banks, as
soon as practicable but in any event within sixty (60) days after the end of
each Fiscal Quarter its Form 10-Q filed with the SEC. Each such report shall
be certified, subject to ordinary and usual year end adjustments, as true,
complete and correct pursuant to a Compliance Certificate substantially in the
form of Exhibit “F” hereto.


4.2b Annual Report. The Borrower will furnish to each of the Banks, as soon as
practicable but in any event within ninety (90) days after the end of each
Fiscal Year, a copy of its Form 10-K filed with the SEC including therein its
Consolidated financial statements certified without qualification by a
nationally recognized independent public accountant selected by the Borrower.
Such annual audited financial statements shall be certified as true, complete
and correct pursuant to the Compliance Certificate, substantially in the form
of Exhibit “F” hereto.


      In addition, the Borrower will cause to be delivered to each of the Banks
a statement by the independent certified public accountants made in connection
with the preparation of the annual audited consolidated financial statements of
the Borrower and its Subsidiaries stating (i) that the examination has included
a review of the terms of the Agreement and the Notes, (ii) whether their
examination has disclosed the existence, during the Fiscal Year covered by such
financial statements, of any condition or event which constitutes an Event of
Default hereunder, or under any of the instruments, as executed, annexed as
exhibits hereto, or which, after notice or the lapse of time or both, would
constitute an Event of Default, and, if their examination has disclosed such an
event or condition, specifying the nature and period of existence thereof, and
(iii) that they have examined such Compliance Certificate delivered pursuant to
the foregoing paragraph and confirm the computations set forth therein.


4.2c General Information. The Borrower will deliver to the Banks such
additional financial statements, reports and other information (which shall
include, without limitation, any commercial paper dealer arrangements, any note
purchase agreements or private placements or documents equivalent thereto and
all regular and periodic reports filed with the SEC) as the Agent shall
reasonably request. Borrower shall also deliver to the Agent, within ten (10)
days of the receipt of the same, any reports, including management letters,
submitted to the Borrower by an independent certified public accountant in
connection with any annual, interim or special audit. Further, Borrower will
maintain, and will cause its Subsidiaries to maintain, proper books of record
and account in accordance with sound accounting practice in which full, true
and correct entries shall be made of all of their respective properties and
assets and their respective dealings and business affairs. Borrower will
permit, and will cause its Subsidiaries to permit,

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each of the Banks to have access, at any time and from time to time, upon
reasonable notice and during normal business hours to visit any of their
respective properties, to examine any of their respective books of record and
account and such reports and returns as Borrower or any of its Subsidiaries may
file with any governmental department or agency, and to discuss any of
Borrower’s or any Subsidiary’s affairs and accounts with, and be advised about
them by, the officers of Borrower or the Subsidiary as the case may be.


4.3 Preservation of Existence. At its own cost and expense, the Borrower will
do, and subject to the provisions of Section 5.4 hereof, the Borrower will
cause its Subsidiaries to do, all things necessary to preserve and keep in full
force and effect their respective existence and qualification under the laws of
the jurisdictions of their respective organization, except that the corporate
existence of any Subsidiary may be terminated, or any of its rights or
franchises abandoned if, in the good faith judgment of the Board of Directors
of the Borrower, such termination or abandonment is in the best interest of the
Borrower and is not disadvantageous to the Banks. Further, the Borrower will
substantially comply, and will cause each Subsidiary incorporated or formed in
the United States of America to substantially comply, with all applicable laws,
statutes and regulations of the United States of America and of any state or
municipality, or of any agency or department of any of the above in respect of
the conduct of their respective businesses. The Borrower will further cause
any Subsidiary not incorporated or formed in the United States of America to
comply, in all material respects, with all laws, statutes and regulations of
the nation in which such Subsidiary is incorporated or formed or any nation
which, due to the nature of its business, is subject to the laws of or of any
region, state or municipality or of any agency or department of any of the
foregoing in respect to the conduct of such Subsidiary’s Business.


4.4 Payment of Taxes and Fees. The Borrower will promptly pay, and discharge,
and the Borrower will cause each Subsidiary to promptly pay and discharge, all
taxes, assessments and governmental charges and levies upon them or upon any of
their respective income, profits or property; provided, however, that, for
purposes of this Agreement, the Borrower or the affected Subsidiary shall not
be required to pay any tax, assessment, charge or levy (a) which it deems to be
unlawful or excessive in whole or in part and the payment of which is being
contested, or will be in a timely manner contested, in good faith by
appropriate proceedings, and (b) as to which the Borrower or the affected
Subsidiary shall have set aside on its books reserves for such claim as are
determined to be adequate by the application of generally accepted accounting
principles consistently applied.


4.5 Insurance. The Borrower will keep and maintain, and the Borrower will
cause each Subsidiary to keep and maintain, insurance with responsible
insurance companies, satisfactory to the Agent, on such of their respective
properties, in such amounts and against such risks as is customarily maintained
by similar businesses similarly situated and owning, leasing or operating
similar properties. The Borrower will furnish to the Agent on December 31 of
each year during the term hereof a certificate of the Authorized Officer of the
Borrower certifying that such insurance is in force, is adequate in nature and
amount and complies with the Borrower’s and each Subsidiary’s obligations under
this Section 4.5.

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4.6 ERISA Reports. The Borrower will (a) notify the Agent as soon as possible,
and in any event no later than the date notification is sent to the PBGC, of
any Reportable Event and action which is proposed to be taken with respect
thereto, (b) send to the Agent, if so requested by the Agent, copies of each
annual and other report with respect to each Plan filed with the United States
Secretary of Labor or the PBGC, (c) send to the Agent, concurrent with the
filing thereof, a copy of any request to United States Secretary of the
Treasury for a waiver or variance of the minimum funding standards of Section
302 of ERISA and Section 412 of the Code with respect to any Plan, (d) send to
the Agent, promptly, but in any event within ten (10) calendar days after the
date notification is sent to the PBGC, a copy of any notice of failure to make
a required installment or other payment, and (e) send to the Agent promptly
after receipt thereof, a copy of any notice the Borrower or any ERISA Affiliate
may receive from the PBGC relating to the intention of the PBGC (i) to
terminate any Plan, (ii) to appoint a trustee to administer any such Plan or
(iii) to assess withdrawal liability.


4.7 Environmental Matters. The Borrower shall and the Borrower shall cause
each Subsidiary to:



		
	 	      (i) comply in all material respects with all Environmental Laws;
	 
	 	      (ii) not place or permit to be placed any Hazardous Substances on
any of its business premises except as allowed pursuant to Environmental
Law;
	 
	 	      (iii) employ appropriate technology as the Borrower determines is
reasonably necessary to comply with Environmental Law;
	 
	 	      (iv) dispose of any and all Hazardous Substances only at facilities
and with carriers that maintain valid permits under applicable
Environmental Law;
	 
	 	      (v) defend and indemnify the Banks and the Agent and hold the Banks
and the Agent harmless from and against all loss, liability, damage and
expense, claims, costs, fines, penalties, including any interest,
assessments or attorney’s fees, suffered or incurred by the Agent or any
Bank, which arise, result from or in any way relate to a breach or
violation of any Environmental Law by the Borrower or any Subsidiary or
any Person acting for or on behalf of the Borrower or any Subsidiary.
The Borrower’s and the Subsidiaries’ obligation hereunder shall survive
the termination of this Agreement; and
	 
	 	      (vi) provide to the Agent for redistribution to the Banks, notice
of: (A) any material reportable Release of Hazardous Substances; (B) any
notification that Borrower or any Subsidiary is alleged to be a
“potentially responsible party” under any Environmental Law; or (C) with
respect to Borrower’s operations, any material noncompliance with the
Environmental Law; provided the actions referred to in (A), (B) or (C)
immediately above might materially affect the Borrower’s financial
condition or operations. Such notice shall be given within a reasonable
period after an Authorized Officer receives knowledge of such Release or
noncompliance.



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4.8 Senior Debt Status. The Bank Indebtedness shall rank at least pari passu
in priority of payment with all other Indebtedness of the Borrower, except
Indebtedness of the Borrower secured by Encumbrances pursuant to Section 5.3.


4.9 Y2K Preparedness. The Borrower shall cause its Subsidiaries to take all
commercially reasonable action necessary and appropriate so that they shall
have developed all programs necessary to address, on a timely basis, the Year
2000 Problem as it affects their respective accounting, information services,
sales and manufacturing operations.


ARTICLE V. NEGATIVE COVENANTS.


      From the Restatement Closing Date and thereafter until the later of the
termination of the Long Term Revolving Credit Commitment, the Short Term
Revolving Credit Commitment and the payment in full of the Bank Indebtedness
and the other liabilities of the Borrower hereunder, the Borrower agrees that:


5.1 Percentage of Consolidated Indebtedness to Consolidated Capitalization.
The Borrower shall not, at any time, allow its Consolidated Indebtedness to be
greater than: (a) from the Restatement Closing Date through December 31, 2000,
sixty-five percent (65%) of the sum of (i) Consolidated Indebtedness plus (ii)
Consolidated Stockholder’s Equity; (b) from January 1, 2001 through December
31, 2002, sixty percent (60%) of the sum of (i) Consolidated Indebtedness plus
(ii) Consolidated Stockholder’s Equity and (c) from January 1, 2003 and
thereafter, fifty-five percent (55%) of the sum of (i) Consolidated
Indebtedness plus (ii) Consolidated Stockholder’s Equity.


5.2 Fixed Charge Coverage Ratio. The Borrower shall not incur or remain liable
for Consolidated Indebtedness owing to any Person if (a) the incurrence of such
Consolidated Indebtedness (after giving effect thereto) would cause the
Borrower to be in violation of any provision of this Agreement or (b) the
Borrower’s Consolidated Net Income Available for Fixed Charges for the period
of the four (4) Fiscal Quarters immediately preceding the Date of Determination
is equal to or less than two hundred percent (200%) of all Fixed Charges
payable, in respect of such period.


5.3 Creation of Encumbrances. The Borrower shall not create, assume, incur or
suffer to exist, nor will the Borrower allow any Subsidiary to create, assume,
incur or suffer to exist, any Encumbrance upon any of their respective
properties, whether now owned or hereafter acquired, nor acquire nor agree to
acquire any kind of property subject to an Encumbrance; provided,
however, that
the foregoing restrictions shall not prevent the Borrower or any of its
Subsidiaries from creating, assuming, incurring or suffering to exist
Encumbrances, including but not limited to the Encumbrances set forth on
Schedule 3.6 hereto, which secure Indebtedness or obligations which do not
exceed, in the aggregate, at any one time outstanding, twenty percent (20%) of
the Borrower’s Consolidated Total Assets.


5.4 Limitation on Mergers. The Borrower will not, nor will the Borrower allow
any Subsidiary to, directly or indirectly, sell, lease or otherwise dispose of
all or substantially all of its


-55-









properties or assets, or consolidate with, or merge into any other entity or
permit any entity to merge into it; provided however,



		
	 	      (i) any Subsidiary may sell or otherwise transfer its assets to the
Borrower or to a Subsidiary;
	 
	 	      (ii) any Subsidiary may merge into or consolidate with the Borrower
or any other Subsidiary so long as the affected Borrower or other
Subsidiary is the surviving entity; or
	 
	 	      (iii) the Borrower may be consolidated with any other corporation,
or permit any other corporation to be merged into the Borrower, if




		
	 	      (A) the surviving corporation shall be the Borrower and
immediately after such consolidation or merger a majority of the
Borrower’s properties and assets will be located, and a majority of
its business will be conducted, in North America, and
	 
	 	      (B) immediately after giving effect to such transaction, no
condition or event shall exist which constitutes an Event of
Default or which, after notice or lapse of time or both, would
constitute an Event of Default.



      In addition, the Borrower will not, nor will the Borrower allow any of its
Subsidiaries to acquire all or a substantial part of the assets or Capital
Stock of any other entity if, after giving effect to such acquisition, a
condition or event shall exist which constitutes an Event of Default or which,
after the giving of notice or the lapse of time or both, would constitute an
Event of Default.


ARTICLE VI. CONDITIONS PRECEDENT.


6.1 All Disbursements. In addition to the satisfaction of the conditions
precedent set forth in Section 6.2, the obligation of each Bank to make each
Disbursement under its Long Term Revolving Credit Commitment or its Short Term
Revolving Credit Commitment and the obligation of the Agent to issue, renew or
extend Letters of Credit is subject to the performance by the Borrower of all
of its obligations under this Agreement and to the satisfaction of each of the
following conditions precedent:



		
	 	      (i) Receipt by the Agent of a Request for a Disbursement or an
application for the issuance, renewal or extension of a Letter of Credit,
as the case may be;
	 
	 	      (ii) The fact that, at the time of each Disbursement or issuance,
renewal or extension of a Letter of Credit, as the case may be, no Event
of Default and no event which, with the giving of notice or lapse of time
or both would become such an Event of Default, shall have occurred and be
continuing;



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	 	      (iii) The fact that, at the time of each Disbursement or issuance,
renewal or extension of a Letter of Credit, as the case may be, the
Borrower is in compliance with each of the financial covenants set forth
in Sections 5.1 and 5.2 then applicable; and
	 
	 	      (iv) The fact that at the time of each Disbursement or issuance,
renewal or extension of a Letter of Credit, as the case may be, the
representations and warranties contained in this Agreement are true and
correct in all material respects on and as of the date of such
Disbursement or such issuance, renewal or extension of a Letter of
Credit, as the case may be.



Each borrowing by the Borrower and each issuance, renewal or extension of a
Letter of Credit hereunder shall be deemed to be, as of the date of such
borrowing or such issuance, renewal or extension of a Letter of Credit, as the
case may be, a representation and warranty by the Borrower as to the facts
specified in items (ii), (iii) and (iv) of this Section 6.1.


6.2 Conditions Precedent for Closing. The obligation of each Bank to accept
delivery of the Notes is subject to the satisfaction of each of the following
conditions precedent:



		
	 	      (i) Agreement. Receipt by the Agent for redelivery to the Banks of
fully executed counterpart originals of this Agreement.
	 
	 	      (ii) Long Term Revolving Credit Notes. Receipt by the Agent for
redelivery to the Banks of a fully executed Long Term Revolving Credit
Note made payable to each Bank.
	 
	 	      (iii) Short Term Revolving Credit Notes. Receipt by the Agent for
redelivery to the Banks of a fully executed Short Term Revolving Credit
Note made payable to each Bank.
	 
	 	      (iv) Bid Rate Notes. Receipt by the Agent for redelivery to the
Banks of fully executed Bid Rate Notes made payable to each Bank.
	 
	 	      (v) Swingline Note. Receipt by the Agent of the fully executed
Swingline Note made payable to PNC Bank, National Association.
	 
	 	      (vi) Closing Fee. Receipt by the Agent of the closing fee due each
Bank in an amount equal to five (5) basis points multiplied by the Bank’s
Long Term Revolving Credit Commitment.
	 
	 	      (vii) Payment to Banks. Payment to the Agent for the benefit of the
applicable parties of all accrued and unpaid fees, if any, under the
Original Credit Agreement.
	 
	 	      (viii) Closing Certificate. The Borrower shall have delivered to
the Agent for redelivery to each Bank a certificate stating (a) the
representations and warranties made by the Borrower are true and correct
on the Restatement Closing Date, (b) that as of the Restatement Closing
Date the Borrower is in compliance with the covenants set forth in



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	 	      Articles IV and V hereof, and (c) as of the Restatement Closing Date
no Event of Default or no event which, with the giving of notice or
passage of time would become an Event of Default, has occurred and is
continuing.
	 
	 	      (ix) Material Adverse Effect. No event has occurred to the Borrower
which would reasonably be likely to have a Material Adverse Effect on the
Borrower.
	 
	 	      (x) Material Litigation. Except for those matters previously
disclosed to the Agent and the Banks pursuant to Section 3.5, no action
or proceeding has been instituted before any Governmental Person which,
if adversely determined, would reasonably be likely to have a Material
Adverse Effect on the Borrower.
	 
	 	      (xi) Insurance. Receipt by the Agent of evidence that the
Borrower’s insurance coverage, as required by Section 4.5, is in effect.
	 
	 	      (xii) Borrower’s Resolutions. The Borrower shall have delivered to
the Agent for redelivery to each Bank a copy, duly certified as of the
Restatement Closing Date by the secretary or assistant secretary of the
Borrower, of (a) the organizational documents of the Borrower, (b) the
Bylaws of the Borrower, (c) the resolutions of the Borrower’s Board of
Directors authorizing the borrowings hereunder and the execution and
delivery of this Agreement and the Notes, (c) all documents evidencing
other necessary corporate action and (e) all approvals or consents, if
any, with respect to this Agreement and the Notes.
	 
	 	      (xiii) Borrower’s Incumbency Certificate. The Borrower shall have
delivered to the Agent for redelivery to each Bank a certificate of its
secretary or assistant secretary, certifying the names and offices of the
officers of the Borrower authorized to sign this Agreement, the Notes and
all other documents or certificates to be delivered hereunder, together
with the true signatures of such officers.
	 
	 	      (xiv) Disclosure Letter. The Borrower shall have delivered to the
Agent for redelivery to each Bank an executed copy of the Disclosure
Letter.
	 
	 	      (xv) Opinion of Counsel. The Borrower shall have delivered to the
Agent for redelivery to each of the Banks the favorable opinion of
Richard D. Teeple, Esquire, General Counsel of the Borrower (a) as to the
action which has been taken to authorize the making and performance by
the Borrower of this Agreement and the Notes issued under this Agreement,
(b) as to the due authorization, execution, delivery and validity of this
Agreement and the Notes to be issued under this Agreement and (c) as to
such other matters as the Agent may reasonably require substantially in
the form of Exhibit “G” hereto.



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ARTICLE VII.EVENTS OF DEFAULT.


7.1 Immediate Defaults. If one or more of the following Events of Default occur:


7.1a Insolvency.



		
	 	      (i) Involuntary Proceedings. A proceeding shall have been
instituted in a court having jurisdiction seeking a decree or order for
relief in respect of the Borrower or any Subsidiary in an involuntary
case under federal or foreign bankruptcy laws, or any other similar
applicable federal, state, or foreign law, now or hereafter in effect, or
for the appointment of a receiver, liquidator, trustee, sequestrator or
similar official for the Borrower or the affected Subsidiary or for a
substantial part of its property, or for the winding up or liquidation of
its affairs, and such shall result in the entry of an order for relief or
remain undismissed or unstayed and in effect for a period of sixty (60)
days; or
	 
	 	      (ii) Voluntary Proceedings. The Borrower or any Subsidiary shall
institute proceedings to be adjudicated a voluntary bankrupt, or shall
consent to the filing of a bankruptcy proceeding against it, or shall
file a petition or answer or consent seeking reorganization under federal
or foreign bankruptcy laws, or any other similar applicable federal,
state or foreign law now or hereinafter in effect, or shall consent or
acquiesce in or to the filing of any such petition or shall consent to or
acquiesce in the appointment of a receiver, liquidator, trustee,
sequestrator or similar official for the Borrower or any Subsidiary or
for a substantial part of its property, or shall make an assignment for
the benefit of creditors, or shall admit in writing its inability to pay
its debts generally as they become due, or action shall be taken by the
Borrower or any Subsidiary in furtherance of any of the aforesaid
purposes; or



7.1b Dissolution. Except as permitted by Section 5.4 hereof, the existence of
the Borrower or any Subsidiary is terminated;


then, upon the happening of an event described in this Section 7.1, the Long
Term Revolving Credit Commitment and the Short Term Revolving Credit Commitment
shall immediately terminate and all Notes then outstanding and all Letters of
Credit Outstanding shall automatically become immediately due and payable
without presentment, demand, protest or notice of any kind, all of which are
hereby waived, and the Agent shall not be under any obligation to issue or
amend a Letter of Credit; further during the sixty (60) day period referred to
in Section 7.1a (i) the Banks shall be under no obligations to make Loans and
the Agent shall be under no obligation to issue or amend a Letter of Credit.
The Agent shall promptly advise the Borrower, and each of the Banks, of the
occurrence, and the consequences, of the Event of Default; provided, however,
that failure to give notice to the Borrower shall not impair the effect of such
Event of Default.


7.2 Defaults at Option of Banks. If one or more of the following Events of
Default occur:

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7.2a Payment. Default in the payment of (i) principal of or interest on any
Note, and continuance thereof for five (5) days, or (ii) any Facility Fee, any
Bid Rate Administrative Fee, any Letter of Credit Fee, any Fronting Fee, any
Optional Currency Fee or any Agent’s Fee and continuance thereof for ten (10)
days; or


7.2b Agreements. Default in the performance of any of the Borrower’s
agreements (including but not limited to those set forth in Articles IV and V
hereof) herein set forth (and not constituting an Event of Default under any of
the preceding subsections of this Article VII) and continuance of such default
for thirty (30) days after notice thereof to the Borrower from the Agent or any
Bank; or


7.2c Other Indebtedness. Default by the Borrower in the payment when due, of
any obligation in an amount in excess of $10,000,000 for money borrowed or
guaranteed, (whether by acceleration or otherwise) or default by the Borrower
in the performance of any agreement under which any such obligation is created
if the effect of such default is to cause such obligation to become, or to
permit the holder or holders of such obligations to declare such obligation,
due prior to its expressed maturity; or


7.2d Misrepresentation. Any representation or warranty made by the Borrower
herein is untrue in any material respect, or any schedule, statement, report,
notice or writing furnished by the Borrower or on behalf of the Borrower to the
Agent or the Banks is untrue in any material respect on the dates as of which
the facts set forth are stated or certified; or


7.2e Monetary Judgments. A final uninsured judgment which, with other
outstanding final judgments against the Borrower and its Subsidiaries, exceeds
the aggregate amount of $10,000,000 shall be rendered against the Borrower or
any Subsidiary and if, within sixty (60) days after entry thereof, such
judgment shall not have been vacated or discharged, written agreement shall not
have been reached with the plaintiff in such action providing for the payment
of any monetary award set forth in such judgment, or execution thereof shall
not have been stayed pending appeal, or if, within sixty (60) days after the
expiration of any such stay, such judgment shall not have been discharged or a
written agreement shall not have been reached with the plaintiff in such action
providing for the payment of any monetary award set forth in such judgment; or


7.2f Litigation. Notice is given to the Borrower by the Agent or any Bank
that, in the opinion of the Agent or such Bank, any litigation or governmental
proceeding which has been instituted against the Borrower or any Subsidiary
will reasonably be likely to have a Material Adverse Effect, and within thirty
(30) days after such notice (i) such litigation or proceeding is not dismissed
or (ii) an opinion of the Borrower’s or the affected Subsidiary’s trial counsel
shall not have been received by each Bank, in form and substance satisfactory
to each Bank, that the Borrower or the affected Subsidiary has a meritorious
position and will ultimately prevail in the proceedings; or


7.2g Change of Control. Any Person or group of Persons (within the meaning of
Sections 13(d) or 14(d)(2) of the Securities and Exchange Act of 1934), other
than the then current officers or directors of the Borrower or an underwriter
which obtains such ownership as a

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result of effecting a firm commitment underwriting of a secondary offering of
the Borrower’s voting stock on behalf of such officers or directors, shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by
the Securities and Exchange Commission under said Act) of twenty percent (20%)
or more of the voting stock of the Borrower;


then, if any such event described in this Section 7.2 shall be continuing, the
Agent may, and upon request of the Required Banks will, declare the Long Term
Revolving Credit Commitment and the Short Term Revolving Credit Commitment to
be terminated and all Notes then outstanding and all Letters of Credit
Outstanding to be due and payable, whereupon the Long Term Revolving Credit
Commitment and the Short Term Revolving Credit Commitment shall immediately
terminate, the Agent shall not be under any obligation to issue or amend a
Letter of Credit, and all then outstanding Notes, Letters of Credit Outstanding
and Participation Advances shall become immediately due and payable, all
without presentment, demand, protest or further notice of any kind, all of
which are hereby waived.


7.3 Remedies upon Default. In case any one or more Events of Default shall
occur and be continuing, the Agent on behalf of the Banks may proceed to
protect and enforce its rights by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein in the Notes held by it or in any Letter of Credit, or for an
injunction against a violation of any of the terms hereof or thereof, or in aid
of the exercise of any power granted hereby or thereby or by law. No right,
power or remedy conferred by this Agreement or by any Note upon any Bank shall
be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise.


7.4 Cash Collateral. Upon the occurrence of any Event of Default described in
Section 7.1 or upon the declaration by the Required Banks of any other Event of
Default and the termination of the Long Term Revolving Credit Commitment, the
obligation of the Agent to issue or amend Letters of Credit shall terminate,
and an amount equal to the maximum amount which may at any time be drawn under
the Letters of Credit then outstanding (whether or not any beneficiary of such
Letters of Credit shall have presented, or shall be entitled at such time to
present, the drafts or other documents required to draw under such Letters of
Credit) shall automatically become immediately due and payable, without
presentment, demand, protest or other requirements of any kind, all of which
are hereby expressly waived by the Borrower; provided that the foregoing shall
not affect in any way the obligations of the Banks to purchase from the Agent
participations in the unreimbursed amount of any drawings under the Letters of
Credit issued by it as provided in Section 2.11d. So long as the Letters of
Credit shall remain outstanding, any amounts declared due pursuant to this
Section 7.4 with respect to the outstanding Letters of Credit when received by
the Agent shall be deposited and held by the Agent in an interest bearing
account denominated in the name of the Agent for the benefit of the Agent and
the Banks over which the Agent shall have sole dominion and control of
withdrawals (the “Cash Collateral Account”) as cash collateral for the
obligation of the Borrower to reimburse the Agent in the event of any drawing
under the Letters of Credit and upon any drawing under such Letters of Credit
in respect of which the Agent has deposited in the Cash Collateral Account any
amounts declared due pursuant to this Section 7.4, the Agent shall apply such
amounts held by the Agent to reimburse the Agent for the amount of such
drawing. In the

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event that any Letter of Credit in respect of which the Agent has deposited in
the Cash Collateral Account any amounts described above is cancelled or expires
or in the event of any reduction in the maximum amount available at any time
for drawing under any of the Letters of Credit outstanding, the Agent shall
apply the amount then in the Cash Collateral Account designated to reimburse
the Agent for any drawings under the Letters of Credit issued by it less the
maximum amount available at any time for drawing under the Letters of Credit
remaining outstanding immediately after such cancellation, expiration or
reduction, if any, to the payment in full of the outstanding Bank Indebtedness,
and second, to the payment of any excess, to the Borrower.


ARTICLE VIII. AGENT.


8.1 Appointment and Grant of Authority. The Banks hereby appoint PNC Bank,
National Association, and PNC Bank, National Association hereby agrees to act,
as the Agent under this Agreement. The Agent shall have and may exercise such
powers under this Agreement as are specifically delegated to the Agent by the
terms hereof, together with such other powers as are incidental thereto.


8.2 Non-Reliance on Agent. Each Bank agrees that it has, independently and
without reliance on the Agent or any other Bank, and based on such documents
and information as it has deemed appropriate, made its own credit analysis of
the Borrower and decision to enter into this Agreement and that it will,
independently and without reliance upon the Agent, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own analysis and decisions in taking or not taking action under this Agreement.
The Agent shall not be required to keep informed as to the performance or
observance by the Borrower of this Agreement or any other document referred to
or provided for herein or to inspect the properties or books of the Borrower or
any of its Subsidiaries. The Agent shall use its best efforts to relay to each
Bank any information pertaining to the Borrower or its Subsidiaries which comes
into the possession of the Agent’s Corporate Banking Division; provided
however, that except for notices, reports and other documents and information
expressly required to be furnished to each Bank by the Agent hereunder, the
Agent, in the absence of negligence or willful misconduct, shall not be liable
to any Bank for its failure to relay or furnish to any Bank any information.


8.3 Responsibility of the Agent and Other Matters.


8.3a Ministerial Nature of Duties. As between the Banks and itself, the Agent
shall have no duties or responsibilities except those expressly set forth in
this Agreement and those duties and liabilities shall be subject to the
limitations and qualifications set forth in this Article VIII. The duties of
the Agent shall be ministerial and administrative in nature.


8.3b Limitation of Liability. As between the Banks and itself, neither the
Agent nor any of its directors, officers, employees or agents shall be liable,
except for negligence or willful misconduct, for any action taken or omitted
(whether or not such action taken or omitted is within or without the Agent’s
responsibilities and duties expressly set forth in this Agreement) under or in
connection with this Agreement or any other instrument or document in
connection herewith. Without limiting the foregoing, neither the Agent nor any
of its directors, officers,

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employees or agents shall be responsible for, or have any duty to examine (i)
the genuineness, execution, validity, effectiveness, enforceability, value or
sufficiency of (A) this Agreement or the Notes or (B) any document or
instrument furnished pursuant to or in connection with this Agreement or the
Notes, (ii) the collectibility of any amounts owed by the Borrower, (iii) the
truthfulness of any recitals or statements or representations or warranties
made to the Agent in connection with this Agreement or the Notes, (iv) any
failure of any party to this Agreement to receive any communication sent,
including any telegram, telex, teletype, facsimile transmission, bank wire,
cable, radiogram or telephone message sent or any writing, application, notice,
report, statement, certificate, resolution, request, order, consent letter or
other instrument or paper or communication entrusted to the mails or to a
delivery service, or (v) the assets or liabilities or financial condition or
results of operations or business or credit worthiness of the Borrower.


8.3c Reliance. The Agent shall be entitled to act, and shall be fully
protected in acting upon, any telegram, telex, telecopy, bank wire or cable or
any writing, application, notice, report, statement, certificate, resolution,
request, order, consent, letter or other instrument or paper or communication
believed by the Agent in good faith to be genuine and correct and to have been
signed or sent or made by a proper Person. The Agent may consult counsel and
shall be entitled to act, and shall be fully protected in any action taken in
good faith, in accordance with advice given by counsel. The Agent may employ
agents and attorneys-in-fact and shall not be liable for the default or
misconduct of any such agents or attorneys-in-fact selected by the Agent with
reasonable care. The Agent shall not be bound to ascertain or inquire as to
the performance or observance of any of the terms, provisions or conditions of
this Agreement or the Notes on the part of the Borrower.


8.4 Action on Instructions. The Agent shall be entitled to act or refrain from
acting, and in all cases shall be fully protected in acting or refraining from
acting, under this Agreement or the Notes or any other instrument or document
in connection herewith or therewith in accordance with instructions in writing
or by telegraph from the appropriate number of Banks, as the case may be.


8.5 Action in Event of Default. If an Event of Default has occurred, the Banks
shall immediately consult with one another in an attempt to agree upon a
mutually acceptable course of conduct. Failing unanimous agreement upon a
course of conduct and if the appropriate number of Banks wish to declare an
Event of Default or exercise their rights hereunder, the Agent will exercise
the rights of the Banks hereunder as directed by the appropriate number of
Banks.


8.6 Indemnification. To the extent the Borrower does not reimburse and save
harmless the Agent according to the terms hereof for and from all costs,
expenses and disbursements in connection herewith, such costs, expenses and
disbursements, shall be borne by the Banks on a Pro Rata basis. Each Bank
hereby agrees on such basis (a) to reimburse Agent for all such costs, expenses
and disbursements on request and (b) to the extent of each such Bank’s pro rata
share, to indemnify and save harmless the Agent against and from any and all
losses, obligations, penalties, actions, judgments and suits and other costs,
expenses and disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the Agent, other than as a
consequence of actual negligence or willful misconduct on the part of the

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Agent, arising out of or in connection with this Agreement or the Notes or any
agreement, instrument or document in connection herewith or therewith, or any
request of the Banks. Such indemnification of the Agent shall include, without
limitation, reimbursement for the costs, expenses and disbursements in
connection with defending itself against any claim or liability, or answering
any subpoena, related to the exercise or performance of any of its powers or
duties under this Agreement or the taking of any action under or in connection
with this Agreement or the Notes.


8.7 Agent’s Rights as a Bank. With respect to (a) the commitment of the Agent
as a Bank hereunder and any Loans of the Agent under this Agreement, (b) any
Note and any interest of the Agent in any Note, (c) any amount due the Agent
pursuant to Article II hereof not evidenced by a Note and (d) other amounts due
the Agent hereunder, the Agent shall have the same rights and powers under this
Agreement and any such Note as any other Bank and may exercise the same as
though it were not the Agent. The Agent may accept deposits from, lend money
to, and generally engage, and continue to engage, in any kind of business with
the Borrower and any of its Subsidiaries as if it were not the Agent.


8.8 Loan Advances.


8.8a Loan Advances by Agent Pursuant to the Agreement. Except as otherwise
provided in Section 8.8b hereof, unless the officers of the Agent responsible
for administering this Agreement shall have been notified in writing by a Bank
prior to the date of any Disbursement that such Bank will not make the amount
which would constitute its Pro Rata share of the Disbursement available to the
Agent on the date of such Disbursement, the Agent may (but shall not be
required to) assume that such Bank has made such amount available to the Agent
in the applicable currency on the date of such advance and the Agent, in
reliance upon such assumption, may make available to the Borrower a
corresponding amount in the applicable currency. If such Pro Rata share is
made available to the Agent on a date after the date of such Disbursement, such
Bank shall pay to the Agent on demand an amount in the applicable currency
equal to the product of (i) during each day included in the period referred to
in (iii) below, (a) for each Dollar funded Loan, the Federal Funds Effective
Rate or (b) for each Optional Currency funded Loan, the Euro-Rate, during each
day included in such period, multiplied by (ii) the amount of such Bank’s Pro
Rata share of such Disbursement, multiplied by (iii) a fraction, the numerator
of which is the number of days that elapse from and including the date of such
Disbursement to the date on which such Pro Rata share of such Disbursement
shall become immediately available to the Agent and the denominator of which is
360. A statement of the Agent submitted to such Bank with respect to any
amounts owing under this Section 8.8a shall be prima facie evidence as to the
amount owed by such Bank to the Agent. If such Bank’s Pro Rata share is not in
fact made available to the Agent by such Bank within three (3) Business Days of
such borrowing date, the Agent shall be entitled to recover such amount with
interest thereon at the rate per annum applicable to the Base Rate Option
during such period, on demand, from such Bank.


8.8b Bid Rate Loans. Unless the officers of the Agent responsible for
administering this Agreement shall have been notified by any Bank making a Bid
Rate Loan pursuant to Section 2.5 hereof that such Bank will not make the
amount of such Bid Rate Loan available to

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the Agent prior to 3:00 p.m. (Pittsburgh, Pennsylvania time) on the date of
such Bid Rate Loan, the Agent may (but shall not be required to) assume that
such Bank has made such amount available to the Agent prior to such time on the
date of such Bid Rate Loan and the Agent, in reliance upon such assumption, may
make available to the Borrower a corresponding amount. If such Bid Rate Loan
amount is made available to the Agent on a date after the date of such Bid Rate
Loan, such Bank shall pay to the Agent on demand an amount equal to the product
of (i) during each day included in the period referred to in item (iii) below,
the sum of (a) the Federal Funds Effective Rate during each day included in
such period plus (b) one hundred (100) basis points (1.0%) multiplied by (ii)
the amount of the Bid Rate Loan advanced, multiplied by (iii) a fraction, the
numerator of which is the number of days that elapse from and including the
date of such Bid Rate Loan to the date on which the corresponding amount shall
become immediately available to the Agent and the denominator of which is 360.
A statement of the Agent submitted to such Bank with respect to any amounts
owing under this Subsection 8.8b shall be prima facie evidence as to the amount
owed by such Bank to the Agent. If such amount is not in fact made available
to the Agent by such Bank within three (3) Business Days of such borrowing
date, the Agent shall be entitled to recover such amount with interest thereon
at the rate per annum applicable to the Base Rate Option plus one hundred (100)
basis points (1.0%) during such period, on demand, from such Bank.


8.9 Payment to Banks. Upon receipt by the Agent of any payment from the
Borrower in respect of such Banks’ obligations, the Agent shall promptly
deliver to each Bank its Pro Rata share of such payment. When possible, such
delivery shall be accomplished in such a manner so as to allow each Bank to
receive its Pro Rata share of such payment in immediately available funds on
the same day that the funds representing payment due from the Borrower are
collected funds in the possession of the Agent. It is understood that the
Borrower has no obligation to the Banks to ensure that the Agent forwards to
each Bank its Pro Rata share of any such payment.


8.10 Notice of Event of Default. Each Bank shall use its best efforts to
notify immediately in writing the other Banks of any Event of Default of which
it becomes aware.


8.11 Equalization of Banks. The Banks agree among themselves that, with
respect to all amounts received by any Bank for application on any obligation
hereunder, or on the Notes (excluding any payments on Bid Rate Notes),
equitable adjustment will be made in the manner stated in the next succeeding
sentence so that, in effect, all such amounts will be shared pro rata among the
Banks, whether received by realization upon security, by the exercise of the
right of set-off or banker’s lien, by counterclaim or cross action or from any
other non-pro rata source. Any Bank receiving any such amount shall purchase
for cash from the other Banks an interest in their Long Term Revolving Credit
Notes and Short Term Revolving Credit Notes in such amount as shall result in a
pro rata participation by each of the Banks in the aggregate unpaid amount of
all outstanding Notes then held by the Banks; provided that if all or any
portion of such amount is hereafter recovered from such Bank, such purchase
shall be rescinded and the purchase price restored to the extent of such
recovery without interest except as required by law or by any judgment or
settlement relating to such recovery.

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8.12 Successor Agent. The Agent may resign upon sixty (60) days’ prior notice
to the Banks and the Borrower. If such notice shall be given, the Agent shall
use reasonable commercial efforts during such sixty (60) day period to procure
a successor satisfactory to the Banks and reasonably satisfactory the Borrower
to serve as agent hereunder and under the Notes. If at the end of such sixty
(60) day period, the Agent shall be unable to procure such a successor, the
Banks shall appoint from among the Banks a successor agent for the Banks. Any
such successor agent shall succeed to the rights, powers and duties of the
Agent. Upon the appointment of such successor agent or upon the expiration of
such sixty (60) day period (or any longer period to which the Agent has
agreed), the former Agent’s rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement; provided, however, the retiring
Agent shall continue to hold as custodian any collateral in its possession
until such time as it can deliver such collateral to the successor agent.
After any retiring Agent’s resignation hereunder, the provisions of this
Article VIII shall inure to the benefit of such retiring Agent as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement.


ARTICLE IX. GENERAL PROVISIONS.


9.1 Waiver of Rights of Set-Off. Except for the Cash Collateral Account, the
Banks waive any and all rights of banker’s lien, counterclaim and recoupment
and any and all right to set-off against the unpaid balance of the Notes or any
participation therein as to any debt owing to the Borrower by the Banks,
including, without limitation, any funds in any deposit account (general or
special) maintained by the Borrower with the Banks.


9.2 Amendments. No amendment or waiver of any provision of this Agreement or
the Notes, nor consent to any departure therefrom by the Borrower shall be
effective unless the same shall be in writing and signed by the Borrower, the
Agent and the Required Banks, and then such amendment, 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, unless in
writing and signed by the Agent and all of the Banks, shall do any of the
following: (a) increase the Long Term Revolving Credit Commitment of any Bank
or the maximum aggregate principal amount of the Long Term Revolving Credit
Notes, (b) increase the Short Term Revolving Credit Commitment of any Bank or
the maximum aggregate principal amount of the Short Term Revolving Credit
Notes, (c) reduce the principal of, alter the formulas for calculating interest
on, the Notes or reduce any fees hereunder, (d) postpone any date fixed for any
payment of principal of, or interest on, the Notes, any Facility Fee, any
Letter of Credit Fee, any Fronting Fee, any Optional Currency Fee, the Agent’s
Fee, the Bid Rate Administration Fee, or any of the obligations of the Borrower
set forth in Article II, (e) amend the definition of Required Banks, (f) amend
this Section 9.2 or (g) amend any section hereof which by its terms requires
consent of all of the Banks. No amendment modification or waiver which would
adversely affect the interest rights or obligation of the Agent shall be made
without the consent of the Agent. In the case of any waiver or consent
relating to any provision of this Agreement, the parties shall be restored to
their former positions and rights hereunder (unless otherwise expressly set
forth therein), and the Event of Default so waived or consented to shall be
deemed to be cured and not continuing; but no such waiver or consent shall
extend to any subsequent or other Event of Default or impair any right
consequent thereon.

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9.3 No Implied Waiver; Cumulative Remedies.


9.3a No Implied Waiver. No delay on the part of Agent or any Bank in the
exercise of any power or right shall operate as a waiver thereof, nor shall any
single or partial exercise of any power or right preclude other or further
exercise thereof, or the exercise of any other power or right.


9.3b Cumulative Remedies. No delay or failure of the Agent or the Banks in
exercising any right, power or remedy under this Agreement shall operate as a
waiver hereof; nor shall any single or partial exercise thereof or any
abandonment or discontinuance of steps to enforce such a right, power or remedy
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder. The rights and remedies in this Agreement
are cumulative and not exclusive of any rights or remedies (including, without
limitation, the right of specific performance) which the Agent or the Banks
would otherwise have.


9.4 Certain Taxes. The Borrower agrees to pay, and save the Agent and the
Banks harmless from, all liability for any stamp or other taxes which may be
payable with respect to the execution or delivery of this Agreement, the Long
Term Revolving Credit Notes, the Short Term Revolving Credit Notes, the Bid
Rate Notes, the Letters of Credit or any other documents, instruments or
transactions pursuant to or in connection herewith or therewith, which
obligation shall survive the termination of this Agreement.


9.5 Notices.


      Any notice, request, demand, direction or other communication (for
purposes of this Section 9.5 only, a “Notice”) to be given to or made upon any
party hereto under any provision of this Agreement shall be given or made by
telephone or in writing (which includes by means of electronic transmission
(i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a
site on the World Wide Web (a “Website Posting”) if Notice of such Website
Posting (including the information necessary to access such site) has
previously been delivered to the applicable parties hereto by another means set
forth in this Section 9.5) in accordance with this Section 9.5. Any such
Notice must be delivered to the applicable parties hereto at the addresses and
numbers set forth under their respective signatures hereto on or to an
assignment and assumption executed by such Bank or in accordance with any
subsequent unrevoked Notice from any such party that is given in accordance
with this Section 9.5. Any Notice shall be effective:


      (i) In the case of hand-delivery, when delivered;


      (ii) If given by mail, four days after such Notice is deposited with the
United States Postal Service, certified or registered mail postage prepaid,
return receipt requested;


      (iii) In the case of a telephonic Notice, when a party is contacted by
telephone, if delivery of such telephonic Notice is confirmed no later than the
next Business Day by hand delivery, a


-67-









facsimile or electronic transmission, a Website Posting or an overnight
courier delivery of a confirmatory Notice (received before the close of
business on such next Business Day);


      (iv) In the case of a facsimile transmission, when sent to the applicable
party’s facsimile machines telephone number, if the party sending such Notice
receives confirmation of the delivery thereof from its own facsimile machine;


      (v) In the case of electronic transmission, when actually received;


      (vi) In the case of a Website Posting, upon delivery of a Notice of such
posting (including the information necessary to access such site) by another
means set forth in this Section 9.5; and


      (vii) If given by any other means (including by overnight courier), when
actually received.


Any Bank giving a Notice to the Borrower shall concurrently send a copy thereof
to the Agent, and the Agent shall promptly notify the other Banks of its
receipt of such Notice.


9.6 Costs. The Borrower will pay all reasonable out-of-pocket costs and
expenses of (i) the Agent (including without limitation the reasonable fees and
disbursements of the Agent and the Agent’s special counsel) in connection with
the preparation, of the Loan Documents and waivers or amendments thereto and
(ii) the Agent and the Banks and their respective counsel in connection with
the enforcement of the Loan Documents.


9.7 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or enforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


9.8 Covenants to Survival. Until payment in full of the Bank Indebtedness and
the termination of the Long Term Revolving Credit Commitment and the Short Term
Revolving Credit Commitment and the expiration or cancellation of all Letters
of Credit, all representations, warranties, covenants and agreements of the
Borrower contained herein or made in writing in connection herewith shall
survive the advances of money made by the Banks to the Borrower hereunder and
the delivery of the Long Term Revolving Credit Notes, the Short Term Revolving
Credit Notes, the Bid Rate Notes or the Letters of Credit and all such
representations, warranties, covenants and agreements shall inure to the
benefit of the successors and assigns of the Banks and the Agent, whether or
not so expressed.


9.9 Investment. Each Bank represents that it is the present intention of such
Bank to acquire each Note made to its order for its own account for the purpose
of investment and not with a view to the distribution or sale thereof, subject,
nevertheless, to the necessity that such Bank remain in control at all times of
the disposition of property held by it for its own account; it being understood
that the foregoing representation shall not affect the character of the Loans
as commercial lending transactions.


9.10 Holiday Payments. If any payments to be made by the Borrower hereunder
shall become due on a date not a Business Day, such payments shall be made on
the next succeeding

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Business Day and such extension of time shall be included in computing any
interest in respect of such payment.


9.11 Governing Law. This Agreement, each Long Term Revolving Credit Note, each
Short Term Revolving Credit Note and each Bid Rate Note shall each be a
contract made under and governed by the laws of the Commonwealth of
Pennsylvania.


9.12 Successors, Assigns and Participations.


9.12a Successors and Assigns.


      (i) This Agreement shall be binding upon the Borrower, the Banks and the
Agent and their respective successors and assigns, and shall inure to the
benefit of the Borrower, the Banks and the Agent and the successors and assigns
of the Banks and the Agent. The foregoing sentence notwithstanding, the
Borrower may not, without the consent of all of the Banks, nor shall any Bank
without the consent of the Borrower and the Agent, such consent not to be
unreasonably withheld, assign or transfer its rights or duties hereunder;
provided however that at any time that an Event of Default exists the
Borrower’s consent to any assignment by a Bank of its rights and duties
hereunder shall not be required. Further, no consent shall be required for
assignments to the Federal Reserve Bank of New York or for assignments
described in Section 9.12(a) (ii). Each assignment by a Bank (A) shall be in a
minimum amount of $5,000,000; and (B) shall be evidenced in a manner in form
and substance reasonably satisfactory to the Agent. The Agent shall be
entitled to receive, from the assigning Bank, a fee of $3,500.00 at the time of
each assignment for processing such assignment.


      (ii) Notwithstanding anything to the contrary contained herein, any Bank
(a “Granting Bank”) may grant to a special purpose funding Person (an “SPC”)
the option to fund all or any part of any Loan that such Granting Bank would
otherwise be obligated to fund pursuant to this Agreement; provided, however,
that (A) nothing herein shall constitute a commitment by any SPC to fund any
Loan, and (B) if an SPC elects not to exercise such option or otherwise fails
to fund all or any part of such Loan, the Granting Bank shall be obligated to
fund such Loan pursuant to the terms hereof; and, provided, further, (A) all
credit decisions relating to any such funding by the SPC shall be made by the
Granting Bank for and on behalf of the SPC, (B) the SPC shall have no voting
rights under any of the Loan Documents, and (C) except for the payment of
principal, interest and fees, if any, the Agent shall be entitled to treat the
Granting Bank as the Bank for all purposes hereunder as if the SPC had made no
funding of any Loan. The funding of a Loan by an SPC hereunder shall utilize
the Long Term Revolving Credit Commitment or the Short Term Revolving Credit
Commitment of the Granting Bank to the same extent, and as if, such Loan were
funded by such Granting Bank. Each party hereto hereby agrees that no SPC shall
be liable for any indemnity or payment under this Agreement for which a Bank
would otherwise be liable for so long as, and to the extent, the Granting Bank
provides such indemnity or makes such payment. Notwithstanding anything to the
contrary contained in this Agreement, any SPC may disclose on a confidential
basis any non-public information relating to its funding of Loans to any rating
agency, commercial paper dealer or provider of any surety or guarantee to such
SPC. This Section may not be amended without the


-69-









prior written consent of each Granting Bank, all or any part of whose Loan
is being funded by an SPC at the time of such amendment.


9.12b Participations. Any Bank may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to one
or more Participants participating interests in any Long Term Revolving Credit
Loan, Short Term Revolving Credit Loan, Bid Rate Loan or Letter of Credit owing
to such Bank, the interest of such Bank in any Long Term Revolving Credit Note,
Short Term Revolving Credit Note, Bid Rate Note or Letter of Credit of such
Bank, or any other interest of such Bank hereunder. In the event of any such
sale by a Bank of participating interests to a Participant, such Bank’s
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, such Bank shall remain solely responsible for the performance
thereof, such Bank shall remain the holder of any such Long Term Revolving
Credit Note, Short Term Revolving Credit Note, Bid Rate Note or Letter of
Credit for all purposes under this Agreement (including voting rights
hereunder), and the Borrower and the Agent shall continue to deal solely and
directly with such Bank in connection with such Bank’s rights and obligations
under this Agreement. As between any Bank and its Participant, the
Participant’s ability to direct such Bank to vote shall be limited to (i) an
increase in the Long Term Revolving Credit Commitment or Short Term Revolving
Credit Commitment, (ii) a reduction in the interest rate or fees due the Banks,
and (ii) a postponement of the scheduled payments of principal or interest.


9.13 Counterparts. This Agreement may be executed in as many identical
counterparts as shall be convenient and by the different parties hereto on
separate counterparts. This Agreement shall become binding when each of the
Agent, the Banks and the Borrower has executed at least one counterpart.
Immediately after the execution of counterparts and solely for the convenience
of the parties hereto, the Agent, the Borrower and the Banks will execute
sufficient counterparts so that the Borrower shall have counterparts executed
by each of the Banks and the Agent and the Banks shall have counterparts
executed by the Agent, the Borrower and the Banks. All counterparts shall
constitute but one and the same instrument.


9.14 Funding by Branch, Subsidiary or Affiliate.


      (a) Notional Funding. Each Bank shall have the right from time to time,
without notice to the Borrower, to deem any branch, Subsidiary or Affiliate
(which for the purposes of this Section 9.14 shall mean any corporation or
association which is directly or indirectly controlled by or is under direct or
indirect common control with any corporation or association which directly or
indirectly controls such Bank) of such Bank to have made, maintained or funded
any Loan in Dollars or in any Optional Currency to which the Euro-Rate Option
applies at any time, provided that immediately following (on the assumption
that a payment was then due from the Borrower to such other office) and as a
result of such change the Borrower would not be under any greater financial
obligation than it would have been in the absence of such change. Notional
funding offices may be selected by each Bank without regard to the Bank’s
actual methods of making, maintaining or funding the Loans or any sources of
funding actually used by or available to such Bank.


-70-









      (b) Actual Funding. Each Bank shall have the right from time to time to
make or maintain any Loan by arranging for a branch, Subsidiary or Affiliate of
such Bank to make or maintain such Loan subject to the last sentence of this
Section 9.14(b). If any Bank causes a branch, Subsidiary or Affiliate to make
or maintain any part of the Loans hereunder, all terms and conditions of this
Agreement shall, except where the context clearly requires otherwise, be
applicable to such part of the Loans to the same extent as if such Loans were
made or maintained by such Bank, provided that in no event shall any Bank’s use
of such a branch, Subsidiary or Affiliate to make or maintain any part of the
Loans hereunder cause such Bank or such branch, Subsidiary or Affiliate to
incur any cost or expenses payable by the Borrower hereunder or require the
Borrower to pay any other compensation to any Bank which would otherwise not be
incurred.


9.15 Tax Withholding Forms. Each Bank or assignee or participant of a Bank
that is not incorporated under the Laws of the United States of America or a
state thereof agrees that it will deliver to each of the Borrower and the Agent
two (2) duly completed copies of the following: (i) Internal Revenue Service
Form W-9, 4224 or 1001, or other applicable form prescribed by the Internal
Revenue Service, certifying that such Bank, assignee or participant is entitled
to receive payments under this Agreement and the other Loan Documents without
deduction or withholding of any United States federal income taxes, or is
subject to such tax at a reduced rate under an applicable tax treaty, or (ii)
Internal Revenue Service Form W-8 or other applicable form or a certificate of
the Bank, assignee or participant indicating that no such exemption or reduced
rate is allowable with respect to such payments. Each assignee or participant
shall deliver such form or certificate on or before the effective date of such
assignment or participation. Each Bank, assignee or participant which so
delivers a Form W-8, W-9, 4224 or 1001 further undertakes to deliver to each of
the Borrower and the Agent two (2) additional copies of such form (or a
successor form) on or before the date that such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form so delivered by it, and such amendments thereto or extensions or
renewals thereof as may be reasonably requested by the Borrower or the Agent,
either certifying that such Bank, assignee or participant is entitled to
receive payments under this Agreement and the other Loan Documents without
deduction or withholding of any United States federal income taxes or is
subject to such tax at a reduced rate under an applicable tax treaty or stating
that no such exemption or reduced rate is allowable. The Agent shall be
entitled to withhold United States federal income taxes at the full withholding
rate unless the Bank, assignee or participant establishes an exemption or that
it is subject to a reduced rate as established pursuant to the above
provisions.


9.16 Amendment and Restatement of Original Credit Agreement. This Agreement is
intended to amend and restate the provisions of the Original Credit Agreement
and, as of the Restatement Closing Date, except as expressly modified herein:
(a) all of the terms and provisions of the Original Credit Agreement shall
continue to apply for the period prior to the Restatement Closing Date,
including any determinations of payment dates, interest rates, Events of
Default or any amount that may be payable to Agent or any Bank, and (b) the
Bank Indebtedness (as defined in the Original Credit Agreement) under the
Original Credit Agreement shall continue to be paid or prepaid in accordance
with the Original Credit Agreement on or prior to the Restatement Closing Date
and shall from and after the Restatement Closing Date continue

-71-








to be owing and be subject to the terms of this Agreement. All references in
any or all of the Loan Documents to the Original Credit Agreement shall be
deemed to be a reference to this Agreement, as it may be amended, restated,
supplemented or otherwise modified from time to time, and such Loan Documents
are hereby amended to reflect such reference. Bank Indebtedness (as defined in
the Original Credit Agreement) shall be governed by this Agreement from and
after the Restatement Closing Date. On the Restatement Closing Date, the
Existing Banks shall deliver to the Agent all existing Long Term Revolving
Credit Notes, Short Term Revolving Credit Notes and Bid Rate Notes and shall
authorize the Agent to mark such notes as “paid by substitution”. Upon receipt
of all existing Long Term Revolving Credit Notes, Short Term Revolving Credit
Notes and Bid Rate Notes, the Agent shall mark such notes as “paid by
substitution” and shall deliver them to the Borrower. The Borrower, in
accordance with Section 6.2 hereof, shall, on the Restatement Closing Date,
deliver to the Agent new fully executed Long Term Revolving Credit Notes, Short
Term Revolving Credit Notes and Bid Rate Notes.


9.17 Joinder to Agreement; Assignment of Interests under the Original Credit
Agreement. (a) By executing and delivering this Agreement, each of Fifth Third
Bank, Northwestern Ohio, N.A., and SunTrust Bank (each a “Joining Bank”) hereby
agrees to be bound by the terms and conditions of the Original Credit
Agreement, as amended hereby. Each Joining Bank hereby acknowledges and agrees
that each of its Long Term Revolving Credit Commitment, Short Term Revolving
Credit Commitment and Pro Rata share is set forth opposite its signature to
this Agreement.


      (b) By executing and delivering this Agreement, the Borrower, the Agent
and the Existing Banks consent to the joinder of each of the Joining Banks as a
party to this Agreement as a lender and each of the Joining Banks shall have
the full benefits of this Agreement. On and after the Restatement Closing
Date, the term “Bank” shall include each of the Joining Banks and their
successors and assigns.


      (c) On and as of the Restatement Closing Date, each of the Existing Banks
(on a pro rata basis) hereby agrees to sell without recourse, and each of the
Joining Banks hereby agrees to purchase without recourse, such an interest in
the outstanding Long Term Revolving Credit Loans, outstanding Short Term
Revolving Credit Loans and the Commitments (as such terms are defined in the
Original Credit Agreement) as is required to give each of the Joining Banks its
Pro Rata share of the Long Term Revolving Credit Loans, Short Term Revolving
Credit Loans and the Commitments existing on or as of the opening of business
on the Restatement Closing Date.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


-72-









      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 written above.



	 	 	 
	ATTEST/WITNESS:		COOPER TIRE & RUBBER COMPANY
	 
	____________________________

Name:_______________________

Title:________________________		
By ___________________________

Name:_________________________

Title:__________________________
	 
			
By ___________________________

Name:_________________________

Title:__________________________
	 
			
PNC BANK, NATIONAL ASSOCIATION

as Agent
	 
			
By ___________________________

Name:_________________________

Title:__________________________



 







      IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
Bank has caused this Agreement by and among COOPER TIRE & RUBBER COMPANY as the
Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK,
NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized
officers as of the date first above written.



	 	 	 
	Maximum Dollar Amount of Long Term		NATIONAL CITY BANK
	Revolving Credit Commitment	
	$27,857,142.86
	
	
	
	

	Long Term Revolving Credit
Commitment Percentage		By:_______________________
	18.5714285714%		Name: Terri L. Cable
	Maximum Dollar Amount of Short Term Revolving
Credit Commitment		
Title: Senior Vice President
	
	
	
	

	$37,142,857.14
	
	
	
	

	Short Term Revolving Credit
Commitment Percentage
	
	
	
	

	18.5714285714%
	 
	Address for notice purposes:
	 
	National City Bank
	
	
	
	

	1900 East Ninth Street, 7th Floor LOC 2077
	
	
	
	

	Cleveland, OH 44114




		
	
	
	
	

	Attention:	Terri L. Cable
	
	
	
	

	Title:	Senior Vice President
	
	
	
	

	Telephone:	(216) 575-3354
	
	
	
	

	Facsimile:	(216) 222-0003
	 
	Address for Euro-Rate Funding if different from above:
	 
	National City Bank
	
	
	
	

	1900 East Ninth Street, 7th Floor LOC 2077
	
	
	
	

	Cleveland, OH 44114
	
	
	
	

	Attention:	Terri L. Cable
	
	
	
	

	Title:	Senior Vice President
	
	
	
	

	Telephone:	(216) 575-3354
	
	
	
	

	Facsimile:	(216) 222-0003



 







      IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
Bank has caused this Agreement by and among COOPER TIRE & RUBBER COMPANY as the
Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK,
NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized
officers as of the date first above written.



	 	 	 
	Maximum Dollar Amount of Long Term Revolving		BANK ONE, MICHIGAN
	Credit Commitment
	$19,285,714.29
	
	
	
	

	Long Term Revolving Credit Commitment Percentage		By:_______________________
	
	
	
	

	12.8571428571%		Name: William C. Goodhue
	Maximum Dollar Amount of Short Term Revolving
Credit Commitment		Title: Managing Director
	
	
	
	

	$25,714,285.71
	
	
	
	

	Short Term Revolving Credit Commitment Percentage
	
	
	
	

	12.8571428571%
	 
	Address for notice purposes:




	 	 
	Bank One, Michigan
	611 Woodward Avenue
	Detroit, MI 48226
	Attention:	William C. Goodhue
	Title:	Managing Director
	Telephone:	(313) 225-2227
	Facsimile:	(313) 226-0855
	 
	Address for Euro-Rate Funding if different from above:
	 
	______________________________

______________________________

______________________________

Telephone:_____________________

Facsimile:______________________

Telex:_________________________



 







      IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
Bank has caused this Agreement by and among COOPER TIRE & RUBBER COMPANY as the
Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK,
NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized
officers as of the date first above written.



	 	 	 
	Maximum Dollar Amount of Long Term		PNC BANK, NATIONAL ASSOCIATION
	Revolving Credit Commitment
	$32,142,857.13
	
	
	
	

	Long Term Revolving Credit Commitment		By:_______________________
	
	
	
	

	Percentage		Name: Joseph G. Moran
	
	
	
	

	21.4285714286%		Title: Vice President
	
	
	
	

	Maximum Dollar Amount of Short Term
Revolving Credit Commitment
	
	
	
	

	$42,857,142.87
	
	
	
	

	Short Term Revolving Credit Commitment

Percentage
	
	
	
	

	21.4285714286%
	 
	Address for notice purposes:
	 
	PNC Bank, NA

249 Fifth Avenue

P2 – PTPP-03-1

Pittsburgh, PA 15222




		
	Attention:	Peggy Collier
	Title:
	Telephone:	(412) 762-7946
	Facsimile:	(412) 768-4586




	 	 	 
	Address for Euro-Rate Funding if different from above:
	 
	______________________________

______________________________

______________________________

Telephone:_____________________

Facsimile:______________________

Telex:_________________________



 







      IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
Bank has caused this Agreement by and among COOPER TIRE & RUBBER COMPANY as the
Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK,
NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized
officers as of the date first above written.



	 	 	 
	Maximum Dollar Amount of Long Term Revolving		THE CHASE MANHATTAN BANK
	Credit Commitment
	$12,857,142.86
	
	
	
	

	Long Term Revolving Credit Commitment Percentage		By:_______________________
	
	
	
	

	8.5714285714%		Name: Henry W. Centa
	Maximum Dollar Amount of Short Term Revolving
Credit Commitment		Title: Vice President
	
	
	
	

	$17,142,857.14
	
	
	
	

	Short Term Revolving Credit Commitment Percentage
	
	
	
	

	8.5714285714%
	 
	Address for notice purposes:
	 
	The Chase Manhattan Bank

250 West Huron Road

Cleveland, OH 44113-1451




		
	Attention:	Henry W. Centa
	Title:	Vice President
	Telephone:	(216) 479-2534
	Facsimile:	(216) 479-2732




	 	 	 
	Address for Euro-Rate Funding if different from above:
	 
	The Chase Manhattan Bank

______________________________

______________________________

Attention:______________________

Title:__________________________

Telephone:_____________________

Facsimile:______________________



 






      IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
Bank has caused this Agreement by and among COOPER TIRE & RUBBER COMPANY as the
Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK,
NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized
officers as of the date first above written.



	 	 	 
	Maximum Dollar Amount of Long Term Revolving		THE BANK OF NEW YORK
	Credit Commitment
	$12,857,142.86
	
	
	
	

	Long Term Revolving Credit Commitment Percentage		By:_______________________
	
	
	
	

	8.5714285714%		Name: Edward J. Dougherty
	Maximum Dollar Amount of Short Term Revolving Credit Commitment		Title: Vice President
	
	
	
	

	$17,142,857.14
	
	
	
	

	Short Term Revolving Credit
Commitment Percentage
	
	
	
	

	8.5714285714%
	 
	Address for notice purposes:
	 
	The Bank of New York

One Wall Street

Automotive Division, 22nd Floor

New York, NY 10286




	 	 
	Attention:	Edward J. Dougherty
	Title:	Vice President
	Telephone:	(212) 635-7842
	Facsimile:	(212) 635-6434




	 	 	 
	Address for Euro-Rate Funding if different from above:
	 
	______________________________

______________________________

______________________________

Telephone:_____________________

Facsimile:______________________

Telex:_________________________



 







      IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
Bank has caused this Agreement by and among COOPER TIRE & RUBBER COMPANY as the
Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK,
NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized
officers as of the date first above written.



	 	 	 
	Maximum Dollar Amount of Long Term Revolving		BANK OF AMERICA, N.A.
	Credit Commitment
	$27,857,142.86
	
	
	
	

	Long Term Revolving Credit Commitment Percentage		By:_______________________
	
	
	
	

	18.5714285714%		Name: Matthew J. Reilly
	Maximum Dollar Amount of Short Term Revolving
Credit Commitment		Title: Vice President
	
	
	
	

	$37,142,857.14
	
	
	
	

	Short Term Revolving Credit Commitment Percentage
	
	
	
	

	18.5714285714%
	 
	Address for notice purposes:
	 
	Bank of America, N.A.

231 South LaSalle Street

Chicago, IL 60697




		
	Attention:	Matthew J. Reilly
	Title:	Vice President
	Telephone:	(312) 828-7131
	Facsimile:	(312) 987-0303
	 
	Address for Euro-Rate Funding if different from above:
	 
	Bank of America Credit Services

101 North Tryon Street

Charlotte, NC 28255




		
	Attention:	Carole Greene
	Title:	Customer Service Representative
	Telephone:	(704) 386-9875
	Facsimile:	(704) 409-0069



 







      IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
Bank has caused this Agreement by and among COOPER TIRE & RUBBER COMPANY as the
Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK,
NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized
officers as of the date first above written.



	 	 	 
	Maximum Dollar Amount
of Long Term Revolving 		FIFTH THIRD BANK, NORTHWESTERN
	Credit Commitment		OHIO, N.A.
	$8,571,428.57
	
	
	
	

	Long Term Revolving Credit Commitment Percentage		By:_______________________
	
	
	
	

	5.7142857143%		Name: Jeffery C. Shrader
	Maximum Dollar Amount of Short Term
Revolving Credit Commitment		Title: Vice President
	
	
	
	

	$11,428,571.43
	
	
	
	

	Short Term Revolving Credit Commitment Percentage
	
	
	
	

	5.7142857143%
	 
	Address for notice purposes:
	 
	337 South Main Street

Findlay, Ohio 45840




		
	Attention:	Jeffery C. Shrader
	Title:	Vice President
	Telephone:	(419) 424-8504
	Facsimile:	(419) 424-8547




	 	 	 
	Address for Euro-Rate Funding if different from above:
	 
	______________________________

______________________________

______________________________

Telephone:_____________________

Facsimile:______________________

Telex:_________________________



 







      IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
Bank has caused this Agreement by and among COOPER TIRE & RUBBER COMPANY as the
Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK,
NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized
officers as of the date first above written.



	 	 	 
	Maximum Dollar Amount of Long Term Revolving		SunTrust Bank
	Credit Commitment
	$8,571,428.57
	
	
	
	

	Long Term Revolving Credit Commitment Percentage		By:_______________________
	
	
	
	

	5.7142857143%		Name: William Humphries
	Maximum Dollar Amount of Short Term Revolving
Credit Commitment		Title: Director
	
	
	
	

	$11,428,571.43
	
	
	
	

	Short Term Revolving Credit Commitment Percentage
	
	
	
	

	5.7142857143%
	 
	Address for notice purposes:
	 
	SunTrust Bank

303 Peachtree Street

3rd Floor, Mail Code: 1928

Atlanta, GA 30308




		
	Attention:	William Humphries
	Title:	Director
	Telephone:	(404) 724-3931
	Facsimile:	(404) 588-8505
	 
	Address for Euro-Rate Funding if different from above:




	 	 	 
	______________________________

______________________________

______________________________

Telephone:_____________________

Facsimile:______________________

Telex:_________________________